Common use of Landlord’s Consent Clause in Contracts

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.

Landlord’s Consent. If Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: Landlord's (i) the name of the consent to such proposed assigneeassigrunent or sublease, subtenant or occupant (collectively “Assignee”); (ii) the nature 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 business that the proposed Assignee seeks to conduct in the Leased Premises; reason for such disapproval, or (iii) a copy election to terminate this Lease as to all of the sublease, assignment space proposed to be sublet or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described entire premises in this Leasethe event of an assignment , and Landlord may withhold its consent such termination to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or be effective as of the date of the proposed Assignment, as selected by Landlord. The failure or inability commencement of the Assignee to pay Tenant pursuant to proposed assignment or subletting (the Assignment will not relieve Tenant from "Effective Date"). If Landlord shall exercise its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingtermination right hereunder, Landlord shall not unreasonably withhold consent have the right to enter into a proposed Assignment in the event such Assignment is proposed by Tenant in connection lease or other occupancy agreement directly with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee or subtenant, and the net worth of such assignee, as Tenant shall have no right to any of the commencement date of any rents or other consideration payable by such Assignment is equal to proposed assignee or greater than subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the net worth of Tenant at (x) the date of the execution of rent payable under this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this SectionTenant. Landlord mayshall have the right to lease the Premises to any other tenant, by written notice to Tenantor not lease the Premises, elect one of the following, as selected by Landlord in its sole and absolute discretion: . Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iiii) consent above is a material consideration for Landlord's agreement to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into this Lease and such Assignment right may be exercised in Landlord's sole and absolute discretion and no test of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionreasonableness shall be applicable thereto.

Landlord’s Consent. If Tenant desires at a) Tenant’s request for consent to any time to enter into an Assignment transfer required under the terms of this LeaseArticle Nine shall set forth in writing the details of the proposed transfer, Tenant including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall first give written notice have the right to Landlord of its desire to do soreasonably withhold consent, which notice shall containbased on the following factors: (i) the name business of the proposed assigneeassignee or subtenant and the proposed use of the Premises, subtenant including whether such business or occupant use is not appropriate for an industrial facility in this location or would require the storage or use of Hazardous Materials in greater amounts or different types than Tenant’s use per Article 25 (collectively “Assignee”Use Exclusivity); , (ii) the nature net worth, profitability and financial condition of the business that proposed assignee or subtenant is not sufficient to satisfy the proposed Assignee seeks to conduct in applicable obligations hereunder or of the Leased Premises; subtenant under the sublease and (iii) a copy of the sublease, assignment or such other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience factors as Landlord may reasonably request concerning deem relevant. In addition, during the proposed Assignee. Tenant further acknowledges that the use portion of the Leased Premises shall be limited final year of the original Lease Term prior to the uses described delivery of an Extension Notice (as defined herein) or in this Leasethe event Tenant fails to timely deliver an Extension Notice, and in no event will Landlord may be required to consent to a transfer to a transferee that has been a prospective tenant of the Premises for the period following expiration of the Lease Term. Landlord shall inform Tenant of Landlord’s decision to grant or withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlordof receiving Tenant’s receipt request for such consent and, if Landlord decides to withhold consent, Landlord shall inform Tenant of the notice and basis for withholding consent. If Landlord fails to respond within the additional information requested by thirty (30) day period, Landlord and specified in this Section. Landlord may, by written notice shall be deemed to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) have granted consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionproposed transfer.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, and (subject to Paragraphs 13.h and 13.i below) 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 (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 requiring Landlord’s consent pursuant to this Paragraph 13 which takes place without Landlord’s prior written consent shall, if not cured within the period described in Paragraph 25 below, at any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name assignment or subletting would materially increase the operating costs for the Building or the burden on the Building services beyond that which would be incurred if the subject portion of the proposed assigneePremises were used for customary general office and administrative purposes, subtenant or occupant (collectively “Assignee”); generate additional foot traffic, elevator usage or security concerns in the Building over and above the level of foot traffic or elevator usage which would exist if the subject portion of the Premises were used for customary general office and administrative purposes, or would reasonably be anticipated to create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced in any material way, (ii) the nature space will be used for a school or training facility (other than for a training facility for Tenant’s employees, advertisers or aligned entities), an entertainment, sports or recreation facility (other than an in-house fitness center for Tenant’s employees), 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) (subject to Tenant’s right to use the 9th Floor Deck for purposes expressly permitted under Paragraph 63), 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 the proposed assignee or subtenant) is a current tenant of the Building or has negotiated with Landlord within the preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Project, and in each instance Landlord has adequate available space in the Project to meet such tenant’s space requirements; (iv) Landlord reasonably determines that the character of the business that would be conducted by the proposed Assignee seeks to conduct in assignee or subtenant at the Leased Premises, or the manner of conducting such business, would be inconsistent with the character of the Building; (iiiv) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate with whom Landlord has engaged in litigation regarding lease default matters or who has asserted a copy legal claim against Landlord or an affiliate of Landlord, or against whom Landlord or any affiliate of Landlord has asserted a legal claim; (vi) Landlord reasonably determines that the assignment or subletting may conflict with any exclusive uses granted to other tenants of the subleaseProject, or with the terms of any easement, CC&R’s, or other agreement affecting the Project; (vii) the assignment or other document subletting would involve a change in use from that creates expressly permitted under this Lease; (viii) Landlord reasonably determines that the proposed Assignment; and (iv) such financial information, operating histories and statements assignee may be unable to perform all of prior experience as Landlord may reasonably request concerning Tenant’s obligations under this Lease or the proposed Assignee. Tenant further acknowledges that the use subtenant may be unable to perform all of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of obligations under the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either sublease or (ix) as of the date of this Lease Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under his Lease shall have occurred and be continuing, provided that, upon the cure of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingbreach, Landlord shall not unreasonably withhold consent to a proposed Assignment reconsider such request for approval in the event such Assignment is proposed by Tenant in connection accordance with the acquisition of terms hereof, unless Tenant or of substantially all of Tenanthas withdrawn such request. Landlord’s assets by foregoing rights and options shall continue throughout the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution entire term of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. Provided that there is then no outstanding Event of Default, Tenant may sublease the Premises or assign its rights and obligations under this Lease to a person or entity that is not an Affiliate with the prior written consent of Landlord; such consent shall not be unreasonably withheld, unless 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, in which case the standard for Landlord shall also be "at its sole discretion". If Tenant desires at any time wishes to enter into an Assignment of assign this LeaseLease and Landlord's consent is required hereunder, Tenant shall first give written notice deliver to Landlord of its desire to do so, which notice shall contain: (i) the name a true and complete copy of the proposed assigneeinstrument of assignment containing all of the terms and conditions of such proposed assortment, subtenant or occupant (collectively “Assignee”); (ii) information as to the nature identity and experience of the business that the proposed Assignee seeks to conduct in the Leased Premises; assignee as Landlord may reasonably require, (iii) a copy of the sublease, assignment or other document that creates such financial information concerning the proposed Assignment; assignee as Landlord may reasonably require, and (iv) a written agreement, in form reasonably approved by Landlord, between such financial information, operating histories proposed assignee and statements of prior experience as Landlord may reasonably request concerning the in which such proposed Assignee. Tenant further acknowledges that the use assignee agrees with Landlord to perform and observe all of the Leased Premises shall be limited to the uses described in terms, covenants and conditions of this Lease, Lease from and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of after the date of this Lease or as such assignment, all of which Landlord may consider in determining whether to grant its consent. Landlord agrees to notify Tenant within fifteen (15) days following delivery of the date of the proposed Assignmentforegoing information, as selected by Landlordto whether or not Landlord shall grant its consent. The failure or inability of the Assignee If Landlord fails to pay notify Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingwriting within said 15 day period, Landlord shall not unreasonably withhold consent be deemed to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant have consented to said assignment or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignmentsublease. If Landlord consents to an assignment, then prior to such assignee taking occupancy of the AssignmentPremises, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment shall deliver to Landlord an original of the Leased Premises or portion thereof, upon fully-executed instrument of assignment and of the terms and conditions set forth agreement described in clause (iv) of the notice furnished by Tenant to Landlord pursuant to preceding paragraph of this Section.

Landlord’s Consent. If Tenant desires at any time Subject to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the notice furnished terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Tenant Landlord to Landlord any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to this Sectionthe terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment shall not voluntarily, involuntarily or by operation of law assign, mortgage, pledge or encumber (collectively "Assignment") this Lease, Tenant shall 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 give obtaining in each and every instance the prior written notice to Landlord consent of its desire to do soLandlord, which notice Landlord will not unreasonably withhold. Such consent shall contain: (i) be based on, inter alia, the name net worth of the proposed assignee/subtenant, subtenant the proposed use and the rent to be paid. Landlord will consent to a sublease or occupant (collectively “Assignee”); (ii) assignment to an affiliate or subsidiary of Tenant so long as the nature overall lease credit is not impaired. 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 shall not constitute a waiver of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) necessity for such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other usesubsequent assignment or subletting or use or occupancy by others. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of If this Lease or as any interest herein be assigned or if the 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 excess of the date consideration received or to be received during such month for such Assignment, sublease, or occupancy (whether or not denoted as rent) over the rent reserved for such month in this Lease applicable to such portion of the proposed AssignmentPremises so assigned, as selected by Landlord. The failure sublet or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingoccupied, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all after deduction of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of 's reasonable expenses. If this Lease or (y) any interest of Tenant herein be assigned or if the commencement date of whole or any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt part of the notice and the additional information requested Premises be sublet or used or occupied by Landlord and specified in this Section. Landlord mayothers (including, by without limitation, an affiliate or subsidiary of Tenant), after having obtained Landlord's prior written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignmentthereto, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than shall nevertheless remain fully liable for the expiration full performance of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished all obligations under this Lease to be performed by Tenant to Landlord pursuant to this Sectionand Tenant shall not be released therefrom in any manner.

Landlord’s Consent. If Tenant desires at Tenant’s request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any time proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to enter into an Assignment of this Leasewithhold consent, Tenant shall first give written notice reasonably exercised, or to Landlord of its desire to do sogrant consent, which notice shall containbased on the following factors: (i) the name business of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”)and the proposed use of the Premises; (ii) the nature net worth and financial condition of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee or subtenant; (iii) a copy Tenant’s compliance with all of the sublease, assignment or other document that creates the proposed Assignmentits obligations under this Lease; and (iv) such financial information, operating histories and statements of prior experience other factors as Landlord may reasonably request concerning deem relevant. So long as Section 13.05 does not apply, if Tenant shall assign or sublease, the proposed Assignee. following shall apply: Tenant further acknowledges that the use shall pay to Landlord as Additional Rent fifty percent (50%) of the Leased Premises Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignee or subtenant that Landlord’s Share shall be limited to paid by the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history assignee or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations subtenant to Landlord under this subsectiondirectly. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ Proceeds shall mean (a) all rent and all fees and other third party consideration paid for or in respect of the assignment or sublease, including reasonable fees under any collateral agreements less (b) the rent and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment other sums payable under this Lease (in the event such Assignment is proposed case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee execution and the net worth performance of such assignee, as assignment or sublease for reasonable real estate broker’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord’s Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s receipt request, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the notice transaction documentation, all of which shall be certified by Tenant to be complete, true and the additional information requested by correct. Tenant shall promptly reimburse Landlord for all legal costs and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected expenses incurred by Landlord in its sole discretion: (i) consent to the Assignment, connection with a request for a sublease or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration assignment of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Tenant desires at It is acknowledged and agreed that this Sublease is conditioned upon Landlord granting its written consent to the terms and conditions hereof, subject to and in accordance with the terms of Article 14 of the Master Lease (such consent being referred to as the “Consent”). Unless specifically set forth in writing, Landlord’s Consent does not constitute approval by Landlord of any time to enter into an Assignment of the provisions of this LeaseSublease, Tenant shall first give written notice to Landlord of its desire to do soor agreement thereto or therewith, which notice shall contain: (i) the name but only approval of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature sublet of the business that the proposed Assignee seeks Sublease Premises to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed AssigneeSubtenant. Tenant further acknowledges that the use of the Leased Premises Sublandlord shall be limited solely responsible for all costs to the uses described in this Lease, and Landlord may withhold its obtain Landlord’s consent to any other usethis Sublease. Sublandlord shall use commercially reasonable efforts to deliver to Subtenant the Consent of Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Sublease within thirty (30) days after Landlord’s receipt full execution of this Sublease. Sublandlord shall make a written request to cause Landlord to include in the notice Consent a commercially reasonable non-disturbance agreement that would recognize Subtenant under a direct lease with substantially the same terms and conditions of this Sublease. Any payment of attorneys’ fees required by Landlord as a condition to delivering such non-disturbance agreement shall be split equally between Sublandlord and Subtenant. Subtenant shall cooperate with Sublandlord in seeking the additional Consent, including, without limitation, promptly supplying all information and documentation reasonably requested by Landlord with respect to Subtenant. If the Consent of Landlord to this Sublease is not obtained within sixty (60) days after full execution of this Sublease, provided that Subtenant has promptly and specified in diligently furnished to Sublandlord and Landlord all information reasonably requested by them, Subtenant shall have the right to terminate this Section. Landlord may, Sublease by giving written notice to TenantSublandlord pursuant to Article 11, elect one in which case the Security Deposit shall be promptly returned to Subtenant and the parties shall have no further obligation to each other. To the extent that any delays in Consent is caused by Subtenant’s actions or inactions shall not postpone any of Subtenant’s obligations for payment of Rent under this Sublease. This Sublease is also conditioned upon Subtenant receiving adequate assurances (as determined by Subtenant) that Landlord will agree to allow Subtenant to install a biometric lock on the doors of the followingPremises and audio/video monitoring equipment, as selected by Landlord in its sole discretion: (i) consent to shown on the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms plans and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.specifications attached as Exhibit D.

Landlord’s Consent. If Tenant desires Tenant’s request for Landlord’s consent to any Transfer shall be made at any time least thirty (30) days prior to enter into an Assignment the effective date of this Leasethe proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall first give written 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 information required herein) its consent to any assignment or subletting of the Premises, provided 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 Landlord of its desire to do sodeny consent for the following reasons, which notice shall containamong others: (i) the name business of the proposed assignee, subtenant or occupant (collectively “Assignee”)Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the nature net worth and financial condition of the business that proposed Transferee 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 proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy Tenant’s failure to be in compliance with all of the subleaseits obligations under this Lease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the Transferee’s proposed Assignee. Tenant further acknowledges that the particular use of the Leased Premises shall be limited 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 the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction dissatisfaction with the processing and documentation 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 request for consent to an Assignment. Notwithstanding Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the precedinglaws, Landlord shall not unreasonably withhold consent to a proposed Assignment rules and regulations promulgated by the Office of Foreign Asset Control in the event such Assignment is proposed by Tenant in connection with United States Department of the acquisition Treasury or any Legal Requirement under the Employee Retirement Income Security Act of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee1974, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionamended.

Landlord’s Consent. If The Landlord acknowledges that telecommunication service is fundamental to the Tenant’s business and the Tenant’s use, occupation and enjoyment of the Leased Premises. The Landlord confirms that the existing physical layout of the Building allows sufficient communication services to be provided to the Tenant desires and the Leased Premises to support the Tenant’s intended use. The Tenant may install, maintain, replace, remove, use or modify communications or computer wires, cables and related devices including WiFi or other wireless communications technology (collectively, the “Communications Technologies”) located within the Building or within the Leased Premises, only with the Landlord’s prior written consent. The Landlord’s consent may be withheld in the Landlord’s sole and absolute discretion. The Landlord may withhold permission to locate active electronic telecommunications equipment used by the Tenant from common telephone closets or Building riser spaces, and require such active electronic telecommunications equipment to remain within the Leased Premises of the Tenant as a general policy of the Building, but in any event, at any the Landlord’s sole and absolute discretion. Any request for consent to locate active Tenant electronic telecommunications equipment in common telephone closets or Building riser spaces shall meet the Landlord’s requirements from time to enter into an Assignment time. Notwithstanding the foregoing, the Tenant is hereby granted (on a non-exclusive basis in conjunction with other tenants and subject to the Landlord’s approval) reasonable access to Building riser and chase space (but in no event more than the Tenant’s proportionate share of this Lease, Tenant shall first give written notice available space in the aggregate) and telecommunications areas (including the roof) for telecommunications equipment and cabling requirements in order to Landlord of its desire to do so, which notice shall contain: (i) install and operate thereon certain telecommunications cabling and equipment required in connection with the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the Tenant’s business that the proposed Assignee seeks to conduct in the Leased Premises; , provided the same complies with all Applicable Laws. Without liability for rental or any other charges, the Tenant shall be permitted to select a contractor of its choice to undertake the installation of its telecommunications equipment and cabling, subject to the Landlord’s approval, which approval shall be based upon conforming with Building warranties and rules and regulations, but which shall not be unreasonably withheld or delayed. The Tenant shall be responsible for all costs of installation, repair and maintenance with respect to the telecommunications equipment and cabling. Further, the Tenant shall have access to the incumbent local exchange carrier (iiiILEC) a copy of and shall have the subleaseright to access competitive local exchange carriers (CLECs) mutually agreed upon between the Landlord and the Tenant. All risers, assignment or other document that creates chase space, telecommunications areas and associated telecommunications equipment and cabling shall be secured from access to the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assigneepublic. The Tenant further acknowledges that the use of shall be responsible for payment to local exchange carriers for contracted charges within the Leased Premises Premises. In addition, the Landlord shall be limited permit access to the uses described Building, at the then prevailing rate for such access in this Leasecomparable buildings of similar class and size in Mississauga, Ontario, to a qualified telecommunication provider specified by the Tenant and approved by the Landlord (such approval not to be unreasonably withheld or delayed), and the Landlord may withhold its consent shall permit such provider to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believesuse the Building shafts, in its sole discretionconduits, that the financial strengthrisers, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees roof and other third party interfloor connections for the installation of cabling and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionother equipment.

Landlord’s Consent. If Tenant desires at Tenant's request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any time proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to enter into an Assignment of this Leasewithhold consent, Tenant shall first give written notice reasonably exercised, or to Landlord of its desire to do sogrant consent, which notice shall containbased on the following factors: (i) the name business of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”)and the proposed use of the Premises; (ii) the nature net worth and financial condition of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee or subtenant; (iii) a copy Tenant's compliance with all of the sublease, assignment or other document that creates the proposed Assignmentits obligations under this Lease; and (iv) such financial information, operating histories and statements of prior experience other factors as Landlord may reasonably request concerning deem relevant. If Tenant shall assign or sublease, the proposed Assignee. following shall apply: Tenant further acknowledges that the use shall pay to Landlord as Additional Rent fifty percent (50%) of the Leased Premises Profit (defined below) on such transaction such amount being Landlord's sharer as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignee or subtenant that Landlord's Share shall be limited to paid by the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history assignee or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations subtenant to Landlord under this subsectiondirectly. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ Profit shall mean (a) all rent and all fees and other third party consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements less (B) the rent and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment other sums payable under this Lease (in the event such Assignment is proposed case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee execution and the net worth performance of such assignee, as assignment or sublease for reasonable real estate broker's commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord's Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s receipt 's request, and Landlord may inspect Tenant's books and records to verify the accuracy of the notice and the additional information requested by Landlord and specified in this Sectionsuch statement. Landlord may, by On written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignmentrequest, Tenant may thereaftershall promptly furnish to Landlord copies of all the transaction documentation, within ninety (90) days after Landlord’s consent, but not later than the expiration all of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished which shall be certified by Tenant to Landlord pursuant to this Sectionbe complete, true and correct.

Landlord’s Consent. If Tenant desires at shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed (subject to Landlord’s rights contained in Section 15.C below): (i) assign, sublease, convey, mortgage, pledge or hypothecate or otherwise transfer this Lease or any time interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to enter into an Assignment any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this LeaseLease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer (whether direct or indirect) of all or a majority of the capital stock in a corporate Tenant (other than the shares of the capital stock of a corporate Tenant whose stock is publicly traded), the sale of all or substantially all of the assets of Tenant, or the merger, consolidation or reorganization of such Tenant and the transfer of all or any general partnership interest in any partnership comprising Tenant shall first give not be considered a Transfer, provided: (i) Tenant is not in default of this lease beyond any applicable cure period; and (ii) Tenant delivers written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time said transfer within thirty (30) days after Landlord’s receipt of the notice effective date thereof, and the additional information requested by Landlord and specified in this Section. Landlord mayif applicable, by written notice to Tenant, elect one a copy of the following, as selected transfer document evidencing the assumption by Landlord in its sole discretion: (i) consent such transferee of Tenant’s obligations hereunder. Notwithstanding anything to the Assignmentcontrary herein contained, Landlord agrees that Tenant may assign this Lease, or sublet the Premises, to any subsidiary or affiliated corporation (iior other affiliated entity) disapprove of Tenant without obtaining the Assignment. If prior written consent of Landlord consents (and without permitting Landlord the right to terminate this Lease), provided that the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and following conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.are met:

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give not, without the prior written notice to Landlord ------------------ consent of its desire to do so, which notice shall containLandlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the name Premises, or any part thereof, whether voluntarily or by operation of the proposed assignee, subtenant law; or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that permit the use of the Leased Premises by any person other than Tenant and its employees and business invitees. Any such transfer, sublease or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall be limited void and of no effect. Landlord's consent to the uses described in this Lease, and Landlord may any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord's consent to any Transfer or acceptance of rent from any party other usethan Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may also withhold require as a condition to its consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the merger, consolidation or as reorganization of a corporate Tenant, and the transfer of all or any general partnership interest in any partnership Tenant and the sale of all or substantially all of the date assets of the proposed Assignment, as selected by LandlordTenant shall be considered a Transfer. The failure or inability of the Assignee to pay Tenant pursuant Notwithstanding anything in this Section 14.A to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingcontrary, Landlord consent shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant be required in connection with a Transfer to an Affiliate (as defined below) provided that (a) the acquisition financial condition of the Affiliate, in the reasonable judgment of Landlord, is such that it will be able to perform its obligations under this Lease, (b) proof satisfactory to Landlord of such financial condition shall have been delivered to Landlord at least ten (10) days prior to the effective date of such Transfer, and (c) the Affiliate agrees directly with Landlord, by written instrument satisfactory to Landlord, to be bound by all of the obligations of Tenant hereunder. The term "Affiliate" shall mean any entity which succeeds to Tenant's business by merger, consolidation or other form of corporate reorganization or any entity which controls, is controlled by or is under common control with Tenant or any entity which purchases all or substantially all of the assets of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.

Landlord’s Consent. If In the event Tenant desires at any time proposes to assign this Lease or enter into an Assignment of this Leasea sublease, Tenant shall first give written request Landlord's consent by notice given not less than sixty (60) days prior to Landlord the intended effective date of its desire to do so, which the proposed assignment or sublease. Tenant's notice shall containinclude 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 name of the proposed assigneeassignee or sublessee is not financially qualified or is an otherwise unsatisfactory credit risk, subtenant or occupant (collectively “Assignee”); is not sufficiently experienced, (ii) the nature proposed assignment or sublease would result in the creation of more than one office, or in a change of the business that Permitted Use, or (iii) the proposed Assignee seeks to conduct assignment or sublease would adversely, in Landlord’s opinion, affect the overall character or quality of the Building in which the Demised Premises are located, (iv) the proposed assignment or sublease would increase the parking requirements of the Building beyond the existing capacity of the Project; (v) the proposed assignee or subtenant does not have a good reputation as a tenant of property; (vii) or the assignment or subletting would entail any alterations which would lessen the value of the leasehold improvements in the Leased Demised Premises; (iiiviii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the assignee or sublessee or use of the Leased Demised Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and would come within the net worth of such assignee, as provisions of the commencement date of Spill Compensation and Control Act, or any such Assignment is equal to other Environmental Law, or greater than the net worth of Tenant at (xix) the date of proposed assignee or sublessee is an existing tenant in the execution of Project. If it is determined that Landlord is not entitled to withhold any consent or approval under this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord Section 13.C. in its sole discretion: (i) discretion and Tenant claims that Landlord has been unreasonable in withholding or delaying consent or unreasonable in its request for information as to the Assignment, a proposal to assign or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of a sublease, Tenant’s remedy shall be restricted to a declaratory judgment and an injunction for the Leased Premises or portion thereofrelief sought, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionshall exclude money damages.

Landlord’s Consent. If Tenant desires at Tenant’s request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any time proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to enter into an Assignment of this Leasewithhold consent, Tenant shall first give written notice reasonably exercised, or to Landlord of its desire to do sogrant consent, which notice shall containbased on the following factors: (i) the name business of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”)and the proposed use of the Premises; (ii) the nature net worth and financial condition of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee or subtenant; (iii) a copy Tenant’s compliance with all of the sublease, assignment or other document that creates the proposed Assignmentits obligations under this Lease; and (iv) such financial information, operating histories and statements of prior experience other factors as Landlord may reasonably request concerning deem relevant. If Tenant shall assign or sublease, the proposed Assignee. following shall apply: Tenant further acknowledges that the use shall pay to Landlord as Additional Rent fifty percent (50%) of the Leased Premises Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignee or subtenant that Landlord’s Share shall be limited to paid by the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history assignee or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations subtenant to Landlord under this subsectiondirectly. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ Proceeds shall mean (a) all rent and all fees and other third party consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements less (b) the rent and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment other sums payable under this Lease (in the event such Assignment is proposed case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee execution and the net worth performance of such assignee, as assignment or sublease for reasonable real estate broker’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord’s Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s receipt request, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the notice transaction documentation, all of which shall be certified by Tenant to be complete, true and the additional information requested by correct. Tenant shall promptly reimburse Landlord for all legal costs and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected expenses incurred by Landlord in its sole discretion: (i) consent to the Assignment, connection with a request for a sublease or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration assignment of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) 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 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 expressly not required hereunder, any assignment or subletting without Landlord's prior written consent shall, at any time Landlord's option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of this Lease, Tenant shall first give written notice exercise all remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name 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 proposed assigneecomfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, subtenant or occupant (collectively “Assignee”); (ii) the nature 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 a prospective tenant of the Building with whom Landlord has entered into a letter of intent (or similar document) or exchanged an offer and counteroffer, and in either such case, Landlord has or will have, in the applicable delivery period, available space in the Building that is comparable to the Premises or the portion thereof subject to such subletting, as applicable, or that otherwise meets such tenant's or prospective tenant's needs (including delivery schedule); (iv) Landlord reasonably disapproves of the proposed assignee or subtenant's reputation or creditworthiness; (v) Landlord reasonably determines that the character of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall would be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets conducted by the proposed assignee and or subtenant at the net worth Premises, or the manner of conducting such assigneebusiness, as would be inconsistent with the character of the commencement date Building as a first-class office building; (vi) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any such Assignment is equal to easement, covenant, condition or greater than restriction, or other agreement affecting the net worth of Tenant at Real Property; (xvii) the date assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (viii) Landlord reasonably determines that there is a material risk that the proposed assignee may be unable to perform all of the execution of Tenant's obligations under this Lease or (y) the commencement date proposed subtenant may be unable to perform all of any such Assignment, whichever is greaterits obligations under the proposed sublease. At any time within thirty (30) days after Landlord’s receipt 's foregoing rights and options shall continue throughout the entire term of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Tenant desires at any time Landlord does not exercise its right to enter into an Assignment terminate pursuant to Paragraph 24.2(b) within thirty (30) days after receipt of this LeaseTenant’s notice, Tenant Landlord shall first give written notice not unreasonably withhold or delay its consent to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates subletting, on the proposed Assignment; terms and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning conditions specified in said notice. Without otherwise limiting the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and criteria upon which Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee assignment or sublease, if Landlord believes, withholds its consent where Tenant is in its sole discretion, that default at the financial strength, operating history or prior experience time of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all giving of Tenant’s assets by the proposed assignee and notice or at any time thereafter, or where the net worth of such assigneethe proposed assignee (according to generally accepted accounting principles, as applicable) is less than the greater of (i) the commencement date net worth of any such Assignment is equal Tenant immediately prior to the assignment (ii) or greater than the net worth of Tenant at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. Fifty percent (x50%) the date of any and all rent paid by an assignee or subtenant in excess of the execution Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of (i) tenant improvement costs directly paid, and/or “free rent” actually granted, to the transferee by Tenant in order to obtain the Lease assignment or subletting in question, and (ii) all reasonable brokerage commissions and/or reasonable attorneys’ fees paid by Tenant to third parties not affiliated with Tenant in order to obtain the Lease assignment or subletting in question, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or (y) in the commencement date of any such AssignmentPremises, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consentincluding, but not later than the expiration of such ninety limited to key money, bonus money, and payments (90) days, enter into such Assignment in excess of the Leased Premises fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles. Any assignment or portion thereofsubletting without Landlord’s consent shall be voidable at Landlord’s option, upon and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the terms provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, and conditions set forth in Tenant shall remain jointly and severally liable with the notice furnished by Tenant to Landlord pursuant to this Sectionassignee or subtenant.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Conditions. Tenant shall first give not make or permit to be made any alterations, additions, or improvements in or to the Premises (“Alterations”) without the prior written notice to Landlord consent of its desire to do soLandlord, which notice consent, with respect to non-structural alterations, shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall not be limited to the uses described in this Lease, and Landlord may withhold its consent to any other useunreasonably withheld. Landlord may also withhold consent impose as a condition to making any proposed Assignee if Alterations such requirements as Landlord believes, in its sole discretiondiscretion deems necessary or desirable including without limitation: Tenant’s submission to Landlord, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees prior written approval, of all plans and other third party specifications relating to the Alterations; Landlord’s prior written approval of the time or times when the Alterations are to be performed; Landlord’s prior written approval of the contractors and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant subcontractors performing work in connection with the acquisition Alterations; employment of Tenant or union contractors and subcontractors who shall not cause labor disharmony; Tenant’s receipt of substantially all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of the Alterations; Tenant’s delivery to Landlord of such bonds and insurance as Landlord shall reasonably require; and Tenant’s payment to Landlord of all costs and expenses incurred by Landlord because of Tenant’s assets by Alterations, including but not limited to costs incurred in reviewing the proposed assignee plans and specifications for, and the net worth progress of, the Alterations. Tenant is required to provide Landlord written notice of such assignee, as whether the Alterations include the Handling of any Hazardous Materials and whether these materials are of a customary and typical nature for industry practices. Upon completion of the commencement date Alterations, Tenant shall provide Landlord with copies of as-built plans. Neither the approval by Landlord of plans and specifications relating to any Alterations nor Landlord’s supervision or monitoring of any such Assignment is equal Alterations shall constitute any warranty by Landlord to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt adequacy of the notice and design for Tenant’s intended use or the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one proper performance of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionAlterations.

Landlord’s Consent. Except as provided in SECTIONS 15.4, 15.7(D) AND 15.8 below, Tenant may not sublease, assign, pledge or in any way transfer this Lease or any interest in Tenant or any member of Tenant without the prior written consent of Landlord. If Tenant desires at any time wishes to enter assign or sublease this Lease and Landlord's consent is required hereunder, Tenant shall deliver to Landlord (i) a true and complete copy of the proposed instrument of assignment or sublease containing all of the terms and conditions of such proposed assignment or sublease, (ii) information as to the identity and experience of the assignee/sublessee as Landlord may reasonably require, (iii) such financial information concerning the proposed assignee or sublessee as Landlord may reasonably require, and (iv) except in the case of a sublease entered into an Assignment pursuant to SECTION 15.5 below, a written agreement, in form reasonably approved by Landlord, between such proposed assignee or sublessee and Landlord in which such proposed assignee or sublease agrees with Landlord to perform and observe all of the terms, covenants and conditions of this Lease, Tenant shall first give written notice as well as all of the other documents executed and delivered to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially Lease, jointly and severally with Tenant, all of Tenant’s assets by which Landlord may consider in determining whether to grant its consent. Landlord agrees to notify Tenant within 30 days following delivery of the proposed assignee and the net worth of such assigneeforegoing information, as of the commencement date of any such Assignment is equal to whether or greater than the net worth of not Landlord shall grant its consent. If Landlord fails to notify Tenant at (x) the date of the execution of this Lease in writing within said 30 day period, Landlord shall be deemed to have not consented to said assignment or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignmentsublease. If Landlord consents to an assignment or sublease, then prior to such assignee or sublessee taking occupancy of the AssignmentPremises, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment shall deliver to Landlord an original of the Leased Premises or portion thereoffully-executed instrument of assignment and, upon if applicable, of the terms and conditions set forth agreement described in clause (iv) of the notice furnished by Tenant to Landlord pursuant to preceding paragraph of this Section.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) 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 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 any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name 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 the proposed assignee or subtenant) is 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; (iv) Landlord reasonably disapproves of the proposed assignee, subtenant ’s or occupant (collectively “Assignee”)subtenant’s reputation or creditworthiness; (iiv) Landlord reasonably determines that the nature character of the business that would be conducted by the proposed Assignee seeks to conduct in assignee or subtenant at the Leased Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iiivi) a copy 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 subleaseReal Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or other document subletting would involve a change in use from that creates expressly permitted under this Lease; (ix) Landlord reasonably determines that the proposed Assignment; and (iv) such financial information, operating histories and statements assignee may be unable to perform all of prior experience as Landlord may reasonably request concerning Tenant’s obligations under this Lease or the proposed Assignee. Tenant further acknowledges that the use subtenant may be unable to perform all of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of obligations under the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either sublease or (x) as of the date of this Lease Tenant requests Landlord’s consent or as of the date of the proposed AssignmentLandlord responds thereto, as selected a monetary or a material non-monetary breach or default by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Lease shall have occurred and be continuing (although, upon Tenant’s cure of such breach or default, Tenant will not amend may resubmit the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand request for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, subject proposed assignment or (ii) disapprove the Assignmentsubletting). If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than foregoing rights and options shall continue throughout the expiration entire term of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Landlord and Tenant desires at shall perform their respective obligations with respect to design and construction of any time initial improvements to enter into an Assignment of this Leasebe 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 first give 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 the foregoing, Tenant shall not be required to obtain Landlord’s prior consent for minor, non-structural Alterations that (a) do not affect any of the Building Systems or Base Building (as defined below), (b) are not visible from the exterior of the Premises, (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 Ten Thousand Dollars ($10,000) (minor, non-structural Alterations that satisfy all of the foregoing requirements are hereinafter referred to as “Minor Changes”) so long as Tenant gives Landlord notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant Minor Change at least ten (collectively “Assignee”); (ii10) days prior to commencing the nature Minor Change and complies with all of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date provisions of this Lease or as of the date of the proposed Assignment, as selected by LandlordArticle 6. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees right to review and approve (or withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other third party and administrative costs incurred in conjunction with the processing and documentation aspects of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is construction work proposed by Tenant in connection with is intended solely to protect Landlord, the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee Property and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested interests. No approval or consent by Landlord and specified in this Section. Landlord may, by written notice shall be deemed or construed to Tenant, elect one of the following, as selected be a representation or warranty by Landlord in its sole discretion: (i) consent as to the Assignmentadequacy, sufficiency, fitness or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises suitability thereof or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectioncompliance thereof with applicable Laws or other requirements.

Landlord’s Consent. If Landlord shall not unreasonably withhold, condition or delay its consent to any proposed assignment or subletting by Tenant desires at on the terms and conditions specified in Tenant’s notice referred to above. Landlord shall reasonably approve or disapprove any time to enter into an Assignment assignment or subletting proposed by Tenant for which Landlord’s approval is required hereunder within ten (10) days following Landlord’s receipt of this Lease, Tenant shall first give written Tenant’s notice to Landlord of its desire to do so, which notice shall contain: (i) the name proposed assignment or subletting and receipt of the proposed assignee, subtenant or occupant (collectively “Assignee”); (iiinformation referred to in Paragraph 24.2(a) above. Without otherwise limiting the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in default beyond applicable notice and cure periods, at the time of the giving of Tenant’s notice or on the effective date of any assignment or sublease, or where the net worth of the proposed assignee (according to generally accepted accounting principles) is not, in Landlord’s reasonable business judgment, sufficient to permit the proposed assignee to perform Tenant’s remaining obligations under this Lease, such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and all rent paid by an assignee or subtenant in excess of the Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s full recovery from the excess Rentals of (i) tenant improvement costs paid by Tenant in order to obtain the Lease assignment or subletting in question, (ii) all reasonable brokerage commissions paid by Tenant to third parties not affiliated with Tenant in order to obtain the Lease assignment or subletting in question, and (iii) all reasonable attorneys’ fees incurred by Tenant in connection with obtaining the Lease assignment or subletting in question (referred to herein as the “Transfer Premium”) shall be paid by Tenant to Landlord, as Additional Rent, if and when received from the assignee or sublessee (and if not paid by the sublessee or assignee, Tenant shall have no liability to pay such amounts to Landlord. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other useequity ownership interest of Tenant. Landlord may also withhold Any assignment or subletting without Landlord’s consent (where Landlord’s consent was required under the terms of this Paragraph 24) shall be voidable at Landlord’s option, and shall constitute a default by Tenant, subject to applicable notice and cure periods. Landlord’s consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history one assignment or prior experience sublease shall not constitute a waiver of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant for the obligations under this Lease or as they exist as of the date of the proposed Assignment, as selected by Landlord. The failure sublease or inability of the Assignee assignment (and without regard to pay Tenant pursuant any amendments to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by entered into between Landlord and specified such assignee unless consented to in this Section. Landlord may, writing by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section).

Landlord’s Consent. 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 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 (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”), in each case without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except as otherwise expressly set forth in this Paragraph 13, any assignment or subletting without Landlord’s prior written consent shall, at any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter 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 an Assignment consideration Tenant’s ongoing liability hereunder); (ii) 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; (iii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (iv) 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, Tenant the following events shall first give written notice to Landlord of its desire to do sobe deemed an assignment or sublease, which notice shall containas appropriate: (i) the name issuance of the proposed equity interests (whether stock, partnership interests or otherwise) in Tenant or assignee, subtenant or occupant 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 (collectively “Assignee”)as defined below) of Tenant or assignee; (ii) the nature a transfer of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition Control of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as or any entity controlling any of the commencement date them, in a single transaction or a series of any such Assignment is equal to related or greater than the net worth of Tenant at unrelated transactions (x) the date of the execution of this Lease or (y) the commencement date of any such Assignmentincluding, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord maywithout limitation, by written notice to Tenantconsolidation, elect one merger, acquisition or reorganization), except that the transfer of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. If Tenant desires at (a) Xxxxxx's request for consent to any time to enter into an Assignment such sublease, assignment or other transfer shall set forth in writing the details of this Leasethe proposed sublease, assignment or other transfer, including the name, business and financial condition of the prospective transferee (including copies of current financial statements of the prospective transferee), financial details of the proposed 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 Landlord reasonably may request. Tenant shall first give written notice reimburse Landlord for all expenses, including reasonable attorneys' fees in accordance with Section 12.02 below, incurred in connection with any proposed assignment or subletting hereunder. Landlord and Tenant hereby agree that, in determining whether to grant or withhold consent to such proposed sublease, assignment or other transfer, Landlord of its desire to do somay consider, without limitation, the following factors, which notice shall containLandlord and Tenant acknowledge and agree are reasonable: (i) the name business of the proposed assignee, subtenant sublessee or occupant (collectively “Assignee”)transferee and the proposed use of the Property; (ii) the nature financial strength and the business reputation of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee, 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 copy court of the competent jurisdiction determines that Landlord unreasonably withheld consent to a proposed sublease, assignment or other document that creates the proposed Assignment; transfer by Xxxxxx, then Xxxxxx's sole and (iv) exclusive remedy for such financial information, operating histories and statements of prior experience as breach by Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in termination of this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either Lease as of the date of this Lease or as such court determination, and Tenant hereby expressly waives the right to recover any monetary damages of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant whatever kind for such breach except to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are extent provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution Section 12.01 of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) 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 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 any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that. among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name assignment or subletting would involve a change in use from that expressly permitted under this Lease or otherwise violate any of the restrictions on use set forth in Paragraph 8.a. above, (ii) the proposed assignee or subtenant is a prospective tenant of the Building that has negotiated with Landlord within the preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Building or is a current tenant of the Building, and in each instance Landlord has adequate available space in the Building to meet such tenant’s space requirements; (iii) Landlord reasonably disapproves of the proposed assignee, subtenant ’s or occupant (collectively “Assignee”)subtenant’s reputation or creditworthiness; (iiiv) Landlord reasonably determines that the nature character of the business that would be conducted by the proposed Assignee seeks to conduct in assignee or subtenant at the Leased Premises, or the mariner of conducting such business, would be inconsistent with that of a first-class office building; (iiiv) a copy of the sublease, assignment or other document that creates the proposed Assignmentassignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate with whom Landlord has engaged in litigation regarding lease default matters or who has asserted a legal claim against Landlord or an affiliate of Landlord, or against whom Landlord or any affiliate of Landlord has asserted a legal claim; and (ivvi) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning determines that there is a reasonable likelihood that the proposed Assignee. Tenant further acknowledges that the use assignee will be unable to perform all of the Leased Premises shall be limited to the uses described in Tenant’s obligations under this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history Lease or prior experience of the proposed Assignee are not as strong as those subtenant will be unable to perform all of Tenant, as determined by comparison to its obligations under the financial strength, operating history and prior experience of Tenant either proposed sublease or (vii) as of the date of this Lease Tenant requests Landlord’s consent or as of the date of the proposed AssignmentLandlord responds thereto, as selected a breach by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Lease shall have occurred and be continuing (although, upon Tenant’s cure of such breach, Tenant will not amend may resubmit the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand request for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, subject proposed assignment or (ii) disapprove the Assignmentsubletting). If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than foregoing rights and options shall continue throughout the expiration entire term of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give not, without the prior written notice to Landlord consent of its desire to do so, which notice shall containLandlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the name Premises, or any part thereof, whether voluntarily or by operation of the proposed assignee, subtenant law; or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that permit the use of the Leased Premises by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall be limited void and of no effect. Landlord's consent to the uses described in this Lease, and Landlord may any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord's consent to any Transfer or acceptance of rent from any party other usethan Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may also withhold require as a condition to its consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer (whether direct or as indirect) of all or a majority of the date capital stock in a corporate Tenant (other than the shares of the proposed Assignmentcapital stock of a corporate Tenant whose stock is publicly traded) or the merger, as selected by Landlordconsolidation or reorganization of such Tenant, the transfer of all or any general partnership interest in any partnership Tenant and any change in the manager of any limited liability company Tenant shall be considered a Transfer. The failure foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a nationally recognized security exchange. Tenant may assign its entire interest under this Lease or inability sublet the Premises to any entity controlling or controlled by or under common control with Tenant (which would include an entity which is wholly owned by Tenant, which wholly owns Tenant or which is wholly owned by the entity which wholly owns Tenant) or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as "Permitted Transfer") without the consent of Landlord, provided: (1) Tenant is not in default under this Lease beyond applicable notice and cure periods; and (2) if the proposed Permitted Transfer is an assignment or sublease to a successor to Tenant by purchase, merger, consolidation or reorganization, such proposed transferee shall have a net worth which is sufficient in Landlord's commercially reasonable judgment to meet the obligations of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsectionLease. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse shall give Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date prior notice of any such Assignment is equal Permitted Transfer. In addition to or greater than not requiring Landlord's consent as provided above, the net worth provisions of Tenant at (x) the date Section 13.C. below regarding recapture and sharing of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice profits shall not be applicable to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectiona Permitted Transfer.

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 Tenant desires at Landlord, upon receiving Xxxxxx's notice of proposed assignment or subletting with respect to any time such space, shall not exercise its right to enter into an Assignment terminate as aforesaid, Landlord will not unreasonably withhold its consent to Xxxxxx's assignment of this Lease, Tenant Lease or subletting the space covered by its notice. Landlord shall first give written notice not be deemed to Landlord have unreasonably withheld its consent to a sublease of all or part of the Leased Premises or an assignment of this Lease if its desire to do so, which notice shall containconsent is withheld because: (ia) Tenant is then subject to a notice of Default from Landlord hereunder; (b) any notice of termination of this Lease or termination of Tenant's possession shall have been given under Article 17 hereof; (c) the name portion of the Leased Premises which Tenant proposes to sublease, including the means of ingress to and egress from and the proposed assigneeuse thereof, subtenant and the remaining portion of the Leased Premises will violate or occupant (collectively “Assignee”)in any way conflict with any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances, or may require any retrofitting or substantial alteration or modification of the Leased Premises for purposes of compliance with any law, statute or regulation, including, but not limited to, the Occupational Safety and Health Act, the Americans with Disabilities Act or Environmental Laws requirements; (iid) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall by the subtenant or assignee does not conform with the Permitted Use or in any way amounts to a Prohibited Use; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be limited deleterious to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believesreputation of the Leased Premises; or (f) the subtenant or assignee is not, in the reasonable judgment of Landlord, sufficiently financially responsible to perform its sole discretion, that the financial strength, operating history or prior experience of obligations under the proposed Assignee are not as strong as those of Tenantsublease or assignment, as determined by comparison such financial responsibility shall, at a minimum, require the subtenant or assignee to have a financial status and capability at least equal to the financial strength, operating history status and prior experience financial capability of the Tenant either as of the date of this Lease Commencement Date, or as of the effective date of the proposed Assignmentsublease or assignment, as selected by whichever standard shall be greater and of more benefit to Landlord. The failure or inability ; provided, however, that the foregoing are merely examples of the Assignee to pay Tenant pursuant to the Assignment reasons for which Landlord will withhold its consent and shall not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation be deemed exclusive of any request permitted reasons for consent to an Assignment. Notwithstanding the precedingwithholding consent, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal whether similar to or greater than dissimilar from the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionforegoing examples.

Landlord’s Consent. If Tenant desires at any time to shall not enter into an Assignment of a Sublet without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Any Sublet without Landlord’s prior written consent shall be void and confer no rights upon any third person and, at Landlord’s election, shall terminate this Lease. In determining whether or not to consent to a proposed Sublet, Tenant Landlord may consider the following factors, among others, all of which shall first give written notice to Landlord of its desire to do so, which notice shall contain: be deemed reasonable; (i) whether the name proposed SubTenant has a sufficient net worth (in Landlord’s reasonable discretion) in light of the proposed assignee, subtenant or occupant (collectively “Assignee”)responsibilities to be undertaken in connection with the Sublet on the date consent is requested; (ii) whether the nature proposed use of the business that Premises by the proposed Assignee seeks to conduct SubTenant is consistent with the permitted use for the Premises set forth in the Leased PremisesParagraph 6 of this Lease; (iii) whether the proposed SubTenant has an unsavory business reputation or is engaged in a copy business that is incompatible with the quality of the sublease, assignment or other document that creates Building; (iv) whether the rent payable by the Subtenant under the proposed AssignmentSublet is set below the current fair market rent for the subleased Premises as a way to shift a portion of the Sublet rent to the Tenant by other means to avoid paying Landlord its share of the profit of such transaction; and (ivv) such financial informationif Tenant is not then leasing the entire Building, operating histories whether Landlord’s consent will result in a breach of any other lease or agreement to which Landlord is a party affecting the Building. Each SubTenant shall agree in writing, for the benefit of Landlord, to be bound by, and statements to perform the terms and conditions and covenants of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall this Lease to be limited performed by Tenant, but only to the uses described extent they are applicable to the Sublet. Notwithstanding anything contained herein, Tenant shall not be released from liability for the performance of each term, condition and covenant of this Lease by reason of Landlord’s consent to a Sublet unless Landlord specifically grants such release in this Lease, and writing. Consent by Landlord may withhold its to any Sublet shall not be deemed a consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsectionsubsequent Sublet. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to shall reimburse Landlord on demand for Landlord’s all reasonable out-of-pocket costs and reasonable out-of-pocket attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, by Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition evaluation, processing and/or documentation of Tenant any requested Sublet, whether or not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of substantially all any review or investigation by Landlord of Tenant’s assets any hazardous or toxic materials which may be used, stored, or disposed of at the Premises by the proposed assignee and the net worth of SubTenant, including fees paid to consultants hired to perform such assignee, as of the commencement date of any such Assignment is equal to review or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectioninvestigation.

Landlord’s Consent. If Tenant desires at Landlord consents to any time to enter into an Assignment assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this LeaseArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall an assignment or subletting affect the continuing primary liability of Tenant (which, following an assignment, shall first give written notice to Landlord be joint and several with the assignee), or relieve Tenant of any of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected obligations hereunder without an express written release being given by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the Assignmentassignee or sublessee shall assume in a writing delivered to Landlord all of the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings, and Tenant may thereafter, within ninety (90) days after and the applicable assignee or sublessee have entered into Landlord’s consentstandard consent to sublease agreement or consent to assignment agreement, but as the case may be. Such assignment or sublease agreement and consent agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not later than constitute a consent or a waiver of the expiration necessity of consent to such assignment or subletting, nor shall such collection constitute a recognition of such ninety (90) days, enter into such Assignment assignee or sublessee as the Tenant hereunder or a release of Tenant from the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionperformance of all of its obligations hereunder.

Landlord’s Consent. If Tenant desires at Landlord hereby consents to the foregoing Assignment and waives any time requirement that may exist in the Lease with respect to enter into an Assignment of this Lease, Tenant shall first give written any prior advance notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature assignment of the business that Lease from Assignor to Assignee. Landlord hereby releases Assignor from all liability and obligations of tenant under the proposed Lease to the extent arising from and after the Assignment Effective Date. This Landlord’s Consent shall not be construed as a consent by Landlord to, or as permitting, any other or further assignment by either Assignor or Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment Lease or any interest therein. Landlord hereby acknowledges to Landlord’s actual knowledge that there are no defaults or other document that creates outstanding liabilities of Assignor under the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed AssigneeLease. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent be deemed to be a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent party to the Assignment, nor bound by any of the covenants, agreements, terms, provisions or (ii) disapprove conditions thereof, and neither the Assignment. If Landlord consents to execution and the Assignment, Tenant may thereafter, within ninety (90) days after delivery of this Landlord’s consentConsent nor the receipt by Landlord of a copy of said Assignment shall be deemed to change any provision of this Landlord’s Consent or to be a consent to, but not later or an approval by Landlord of, any covenant, agreement, term, provision or condition contained in said Assignment (other than the expiration of such ninety (90) days, enter into such Assignment approval by Landlord of the Leased Premises or portion thereof, upon fact of the Assignment pursuant to the terms and conditions set forth of this Landlord’s Consent). Nothing herein contained shall be construed to modify, waive, impair or affect any of the covenants, agreements, terms, provisions or conditions contained in the notice furnished by Tenant to Landlord Lease (except as may be herein expressly provided). LANDLORD: SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, a rapid transit district established pursuant to this Section.Public Utilities Code section 28500, el seq. By Name Title EXHIBIT A LEGAL DESCRIPTION OF PROPERTY The Real Property located in the City of Pleasanton, County of Alameda, California more particularly described as follows: BEING A PORTION OF THE LANDS DESCRIBED IN THE PARTNERSHIP GRANT DEED TO THE SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, RECORDED APRIL 14, 1987 AS SERIES NO. 87-101735 OF OFFICIAL RECORDS OF ALAMEDA COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LANDS ON THE NORTHEASTERLY RIGHT OF WAY LINE OF STONERIDGE MALL ROAD (63 FOOT WIDE RIGHT OF WAY) AS SHOWN ON THAT CERTAIN MAP ENTITLED “PARCEL MAP 4184”, FILED MARCH 27, 1985, IN BOOK 152 OF PARCEL MAPS AT PAGE 69, ALAMEDA COUNTY RECORDS, AT A POINT ON A CURVE, CONCAVE, SOUTHWESTERLY, HAVING A RADIUS OF 810.00 FEET, FROM WHICH THE CENTER BEARS SOUTH 41° 33’ 46” WEST; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15° 44’ 52”, AN ARC DISTANCE OF 222.63 FEET; THENCE LEAVING SAID NORTHEASTERLY RIGHT OF WAY LINE NORTH 25° 48’ 54” EAST 35.80 FEET; THENCE NORTH 11° 18’ 10” WEST 331.13 FEET; THENCE SOUTH 78° 41’ 50” WEST 174.11 FEET TO THE WESTERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE NORTHERLY ALONG SAID WESTERLY LINE NORTH 11° 18’ 10” WEST 125.08 FEET TO THE NORTHERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE EASTERLY ALONG SAID NORTHERLY LINE THE FOLLOWING TWO (2) COURSES: 1) NORTH 78° 28’ 44” EAST 482.91 FEET; 2) NORTH 77° 37’ 00” EAST 320.00 FEET TO THE EASTERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 16° 20’ 00” EAST 101.02 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 73° 40’ 00” WEST 161.95 FEET; THENCE SOUTH 16° 20’ 00” EAST 79.50 FEET; THENCE NORTH 73° 40’ 00” EAST 161.95 FEET TO SAID EASTERLY LINE; THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 16° 18’ 57” EAST 14.48 FEET TO THE SOUTHEASTERLY LINE OF SAID LANDS (87-101735 O.R.) AND A POINT ON A CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 360.00 FEET, FROM WHICH THE CENTER BEARS SOUTH 36° 30’ 19” EAST; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE THE FOLLOWING EIGHT (8) COURSES: 1) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 23° 19’ 41”, AN ARC DISTANCE OF 146.57 FEET; 2) SOUTH 30° 10’ 00” WEST 123.31 FEET; 3) NORTH 59° 50’ 00” WEST 2.00 FEET; 4) SOUTH 30° 10’ 00” WEST 12.00 FEET; 5) SOUTH 59° 50’ 00” EAST 2.00 FEET; 6) SOUTH 30° 10’ 00” WEST 87.00 FEET; 7) ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 800.00 FEET THROUGH A CENTRAL ANGLE OF 13° 01’ 24”, AN ARC DISTANCE OF 181.84 FEET; 8) THENCE SOUTH 43° 11’ 24” WEST 137.60 FEET TO THE POINT OF BEGINNING. APN: 941-1201-071-07 (portion) STATE OF CALIFORNIA ) ) COUNTY OF ) On , before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) ) COUNTY OF ) On , before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) ) COUNTY OF ) On , before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public EXHIBIT B PRELIMINARY SITE PLAN EXHIBIT C LEGAL DESCRIPTION Order Number: NCS-638460-LA2 Page Number: 8 LEGAL DESCRIPTION Real property in the City of Pleasanton, County of Alameda, State of California, described as follows: BEING A PORTION OF THE LANDS DESCRIBED IN THE PARTNERSHIP GRANT DEED TO THE SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, RECORDED APRIL 14, 1987 AS SERIES NO. 87-101735 OF OFFICIAL RECORDS OF ALAMEDA COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LANDS ON THE NORTHEASTERLY RIGHT OF WAY LINE OF STONERIDGE MALL ROAD (63 FOOT WIDE RIGHT OF WAY) AS SHOWN ON THAT CERTAIN MAP ENTITLED “PARCEL MAP 4184”, FILED MARCH 27, 1985, IN BOOK 152 OF PARCEL MAPS AT PAGE 69, ALAMEDA COUNTY RECORDS, AT A POINT ON A CURVE, CONCAVE, SOUTHWESTERLY, HAVING A RADIUS OF 810.00 FEET, FROM WHICH THE CENTER BEARS SOUTH 41° 33’ 46” WEST; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15° 44’ 52”, AN ARC DISTANCE OF 222.63 FEET; THENCE LEAVING SAID NORTHEASTERLY RIGHT OF WAY LINE NORTH 25° 48’ 54” EAST 35.80 FEET; THENCE NORTH 11° 18’ 10” WEST 331.13 FEET; THENCE SOUTH 78° 41’ 50” WEST 174.11 FEET TO THE WESTERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE NORTHERLY ALONG SAID WESTERLY LINE NORTH 11° 18’ 10” WEST 125.08 FEET TO THE NORTHERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE EASTERLY ALONG SAID NORTHERLY LINE THE FOLLOWING TWO (2) COURSES: 1) NORTH 78° 28’ 44” EAST 482.91 FEET; 2) NORTH 77° 37’ 00” EAST 320.00 FEET TO THE EASTERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 16° 20’ 00” EAST 101.02 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 73° 40’ 00” WEST 161.95 FEET; THENCE SOUTH 16° 20’00” EAST 79.50 FEET; THENCE NORTH 73° 40’ 00” EAST 161.95 FEET TO SAID EASTERLY LINE; THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 16° 18’ 57” EAST 14.48 FEET TO THE SOUTHEASTERLY LINE OF SAID LANDS (87-101735 O.R.) AND A POINT ON A CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 360.00 FEET, FROM WHICH THE CENTER BEARS SOUTH 36° 30’ 19” EAST; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE THE FOLLOWING EIGHT (8) COURSES: 1) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 23° 19’ 41”, AN ARC DISTANCE OF 146.57 FEET; 2) SOUTH 30° 10’ 00” WEST 123.31 FEET; 3) NORTH 59° 50’ 00” WEST 2.00 FEET, 4) SOUTH 30° 10’ 00” WEST 12.00 FEET; 5) SOUTH 59° 50’ 00” EAST 2.00 FEET; 6) SOUTH 30° 10’ 00” WEST 87.00 FEET; 7) ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 800.00 FEET THROUGH A CENTRAL ANGLE OF 13° 01’ 24”, AN ARC DISTANCE OF 181.84 FEET; B) THENCE SOUTH 43° 11’ 24” WEST 137.60 FEET TO THE POINT OF BEGINNING. APN: 941-1201-071-07 First American Title Insurance Company EXHIBIT D LOCATION AND DIMENSIONS OF LAND EXHIBIT E PRO FORMA TITLE INSURANCE POLICY Order Number: NCS-638460-LA2 Page Number: 1 January 27, 2014 Update First American Title Company National Commercial Services 000 Xxxxx Xxxxxxxx Xxxxxx, Suite 400 Los Angeles, CA 90017 Xxxxx Xxxxxx Comerstone Real Estate Advisers 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx Xxxxxx, XX 00000-0000 Phone: (000)000-0000 Fax: (000)000-0000 Customer Reference: Pleasanton BART Title Officer: Xxxxxxxx Xxxxxxxxx Phone: (000)000-0000 Owner: Cornerstone Property: Vacant Land, Pleasanton, CA

Landlord’s Consent. If Tenant desires at Tenant’s request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any time proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall not unreasonably withhold, condition or delay its consent to enter into any proposed sublease or assignment. Notwithstanding, the foregoing, Landlord’s refusal to grant consent shall not be unreasonable if the proposed assignee or sublessee is an Assignment entity: (a) whose net worth and financial condition, in Landlord’s reasonable judgment, does not meet the credit standards applied by Landlord for other tenants under leases with comparable terms (b) with which Landlord is already in negotiation as evidenced by the issuance of this Lease, Tenant shall first give a written notice proposal; (c) is already an occupant of the Property unless Landlord is unable to Landlord provide the amount of its desire space required by such occupant; (d) is a governmental agency; (e) is incompatible with the character of occupancy of the Property; or (f) would subject the Premises to do so, a use which notice shall containwould: (i) involve excessive wear upon the name of the proposed assignee, subtenant or occupant (collectively “Assignee”)Premises; (ii) the nature violate any exclusive right granted to another tenant of the business that the proposed Assignee seeks to conduct in the Leased Premisesproperty; (iii) a copy require any addition to or modification of the Premises or the Property in order to comply with building code or other governmental requirements. If Tenant shall assign or sublease, assignment or other document that creates the proposed Assignment; and following shall apply: Tenant shall pay to Landlord as Additional Rent fifty (iv50%) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use percent of the Leased Premises Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignee or subtenant that Landlord’s Share shall be limited to paid by the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history assignee or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations subtenant to Landlord under this subsectiondirectly. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ Proceeds shall mean (a) all rent and all fees and other third party consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements less (b) the rent and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment other sums payable under this Lease (in the event such Assignment is proposed case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee execution and the net worth performance of such assignee, as assignment or sublease for reasonable real estate broker’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord’s Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s receipt request, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the notice transaction documentation, all of which shall be certified by Tenant to be complete, true and the additional information requested by correct. Tenant shall promptly reimburse Landlord for all legal costs and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected expenses incurred by Landlord in its sole discretion: (i) consent to the Assignment, connection with a request for a sublease or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration assignment of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Tenant desires at any time Following the initial construction of improvements pursuant to enter into an Assignment of this LeaseArticle 7 above, Tenant shall first give be responsible for all redecorating, remodeling, alterations, improvements and painting of the Premises during the Term, subject to the restrictions in this Section 8.5. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, “Alterations”) without the prior written notice to Landlord consent of its desire to do soLandlord, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises consent shall be limited requested by Tenant not less than thirty (30) days prior to the uses described in this Leaseplanned commencement of such Alterations and which consent shall not be unreasonably withheld by Landlord; provided, and however, Landlord may withhold its consent to any other useAlterations that would adversely affect (a) the Building’s structure or structural elements or the Building’s mechanical or utility systems, or (b) the exterior appearance of the Building. Further, Landlord may also withhold condition its consent to any proposed Assignee if Landlord believesAlterations on Tenant’s obtaining a 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 exterior of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. All Alterations shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all applicable Laws. Landlord’s consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the financial strengthsame comply with sound architectural and/or engineering practices or with all applicable Laws, operating history or prior experience and Tenant shall be solely responsible for ensuring all such compliance. Tenant may, however, make non-structural Alterations to the interior of the proposed Assignee Premises (excluding the roof), as long as they are not as strong as those of Tenantvisible from the outside, as determined by comparison to do not involve puncturing, relocating or removing the financial strengthroof or any existing walls, operating history and prior experience of Tenant either as of they do not affect the date of this Lease Building’s structure or as of structural elements or the date of the proposed AssignmentBuilding’s mechanical or utility systems, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will they do not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such require a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingbuilding permit, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but cost thereof does not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionexceed $25,000.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment shall not voluntarily, involuntarily or by operation of law assign, mortgage, pledge or encumber (collectively "assignment") 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, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, however, Tenant shall first give 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 of its desire to do so, which notice an assignment or subletting or use or occupancy by others shall contain: (i) be held to apply only to the name specific transaction thereby authorized and shall not constitute a waiver of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) necessity for such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other usesubsequent assignment or subletting or use or occupancy by others. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of If this Lease or as any interest herein be assigned or if the 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 excess of the date consideration received or to be received during such month for such assignment, sublease, or occupancy (whether or not denoted as rent) over the rent reserved for such month in this Lease applicable to such portion of the proposed Assignmentpremises so assigned, as selected by Landlordsublet or occupied. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of If this Lease or (y) any interest of Tenant herein be assigned or if the commencement date of whole or any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt part of the notice premises be sublet or used or occupied by others, after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant and the additional information requested by Landlord and specified Tenant shall not be released therefrom in this Sectionany manner. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, Whether or (ii) disapprove the Assignment. If not Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.any proposed

Landlord’s Consent. If Tenant desires at any time Within twenty (20) days after receipt of Tenant's notice, Landlord shall not unreasonably withhold its consent to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates subletting, on the proposed Assignment; terms and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning conditions specified in said notice. Without otherwise limiting the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and criteria upon which Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee assignment or sublease, if Landlord believes, withholds its consent where Tenant is in its sole discretion, that Default at the financial strength, operating history or prior experience time of the proposed Assignee are not as strong as those giving of Tenant's notice or at any time thereafter, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and where the net worth of such assignee, as of the commencement date of any such Assignment proposed assignee or subtenant (according to generally accepted accounting principles) is equal to or greater less than the net worth of Tenant at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. Seventy-five percent (x75%) the date of any rent in excess of the execution Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or (y) in the commencement date of any such AssignmentPremises, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consentincluding, but not later than the expiration of such ninety limited to key money, bonus money, and payments (90) days, enter into such Assignment in excess of the Leased Premises fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or portion thereofother equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, upon and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the terms provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and conditions set forth in Tenant shall remain jointly and severally liable with the notice furnished by Tenant to Landlord pursuant to this Sectionassignee or subtenant.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord hereby consents to the AssignmentSublease; provided, Tenant may thereafterhowever, within ninety (90) days after Landlord’s consentnotwithstanding anything contained in the Sublease to the contrary, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, consent is granted by Landlord only upon the terms and conditions set forth in this Agreement. The Sublease is subject and subordinate to the notice furnished Lease. Landlord shall not be bound by any of the terms, covenants, conditions, provisions or agreements of the Sublease. Subtenant acknowledges for the benefit of Landlord that Landlord has made no representation or warranty to Subtenant as to the compliance of the Sublet Premises with any law, statute, ordinance, rule or regulation nor is Landlord obligated to provide, or pay for, any work or improvements relating to Subtenant's occupancy of the Sublet Premises except 750262.06/XXX000000-00016/4-6-16/ctl/kmo HCP BTC, LLC[Consent to Sublease] as specifically set forth in the Lease (as between Landlord and Tenant) or in the Subtenant Workletter (the "Workletter"), attached hereto as Exhibit B; provided that (i) the foregoing shall not modify Landlord's ongoing repair and maintenance obligations set forth in the Lease; (ii) Tenant and Subtenant acknowledge and agree that, as set forth in the Lease, including Section 13.4 of the Original Lease, as between Landlord and Tenant, Tenant shall be responsible to make all alterations or additions to the Property required by any and all Requirements (as defined in the Lease) because of Tenant's (including Subtenant's) construction of improvements (provided, that, nothing herein is waiving any rights Tenant may have with respect to latent defects, as referenced in Section 5.2 of the Original Lease); and (iii) Subtenant and Tenant acknowledge and agree that, as between Tenant and Subtenant, nothing herein shall modify or change the allocation of responsibility and costs set forth in the Sublease with respect to any such alterations or additions to the Property required by applicable Requirements. Tenant and Subtenant hereby represent and warrant to Landlord pursuant that the copy of the Sublease attached hereto is a full, complete and accurate copy of the Sublease, and that there are no other documents or instruments relating to the use of the Sublet Premises by Subtenant other than the Sublease. To the extent any terms or provisions of the Lease or the Sublease are inconsistent with the terms of this SectionAgreement, the terms of this Agreement control.

Landlord’s Consent. If Landlord shall have twenty (20) days after Tenant’s notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord to advise Tenant desires at any time of Landlord’s (i) consent to enter into an Assignment such proposed assignment or sublease, (ii) withholding of consent to such proposed assignment or sublease or (iii) election to terminate this Lease, Tenant shall first give written notice such termination to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or effective as of the date of the proposed Assignment, as selected by Landlord. The failure or inability commencement of the Assignee proposed assignment or subletting. If Landlord shall exercise its termination right hereunder, Landlord shall have the right to pay enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant pursuant shall have no right to any of the Assignment will not relieve Tenant from its obligations to Landlord rents or other consideration payable by such proposed assignee or subtenant under such other lease or occupancy agreement, even if such rents and other consideration exceed the rent payable under this subsectionLease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant will not amend the Assignment in such specifically agree that Landlord’s right to terminate this Lease under clause (iii) above is a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand material consideration for Landlord’s reasonable attorneys’ fees agreement to enter into this Lease and other third party such right may be exercised in Landlord’s sole and administrative costs incurred absolute discretion and no test of reasonableness shall be applicable thereto provided, however, that Landlord may exercise the termination right described in conjunction with the processing and documentation of any request for consent said clause (iii) only if Tenant proposes to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of assign this Lease or sublet more than seventy-five percent (y75%) of the commencement date of any such AssignmentPremises and provided further that if Landlord elects to terminate this Lease pursuant to clause (iii), whichever is greater. At any time then Tenant may, within thirty ten (3010) business days after receipt of notice of Landlord’s receipt of the notice and the additional information requested by Landlord and specified in election to terminate this Section. Landlord mayLease, by written notice to Tenant, elect one of the following, as selected by Landlord in revoke its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s request for consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms in which case this Lease shall remain in full force and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectioneffect.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this LeaseExcept as otherwise provided in Sections 10(e) and 10(f), Tenant shall first give not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge, mortgage or otherwise transfer or hypothecate all or any part of the Premises or Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises (collectively, “Sublease”) or any portion thereof without Landlord’s prior written notice to Landlord of its desire to do soconsent in each instance, which notice consent shall contain: (i) not be unreasonably withheld, conditioned or delayed by Landlord. Without otherwise limiting the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and criteria upon which Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee Sublease or Assignment, if Landlord believeswithholds its consent where either (i) in the case of a sublease or assignment of more than thirty-four thousand (34,000) rentable square feet of space, in its sole discretion, that the financial strength, operating history or prior experience creditworthiness of the proposed Assignee are sublessee or assignee is not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations reasonably acceptable to Landlord under this subsection. Tenant will (e.g. there does not amend exist reasonable evidence that sublessee or assignee can pay the Assignment in such a way as rent and additional rent to reduce be charged to sublessee or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment), or (ii) disapprove the Assignmentproposed sublessee’s or assignee’s use of the Premises is not in compliance with the allowed Tenant’s Use of the Premises as described in the Basic Lease Information, such withholding of consent shall be presumptively reasonable. If Landlord consents to the Sublease or Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, thereafter enter into such a valid Sublease or Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by this Section 10. In no event shall any Assignment or Sublease release Tenant to Landlord pursuant to from its obligations under this SectionLease.

Landlord’s Consent. Provided that there is then no outstanding Event of Default, Tenant may sublease the Premises or assign its rights and obligations under this Lease to a person or endq that is not an Affiliate with the prior written consent of T andlord; such consent shall not be unreasonably withheld, unless 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, in which case the standard for Landlord shall also be "at its sole discretion". If Tenant desires at any time wishes to enter into an Assignment of assign this LeaseLease and Landlord's consent is required hereunder, Tenant shall first give written notice deliver to Landlord of its desire to do so, which notice shall contain: (i) the name a true and complete copy of the proposed assigneeinstrument of assignment containing all of the terms and conditions of such proposed assortment, subtenant or occupant (collectively “Assignee”); (ii) information as to the nature identity and experience of the business that the proposed Assignee seeks to conduct in the Leased Premises; assignee as Landlord may reasonably require, (iii) a copy of the sublease, assignment or other document that creates such financial information concerning the proposed Assignment; assignee as Landlord may reasonably require, and (iv) a written agreement, in form reasonably approved by Landlord, between such financial proposed assignee and Landlord in which such proposed assignee agrees with Landlord to perform and observe all of the terms, covenants and conditions of this 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 (15) days following delivery of the foregoing information, operating histories and statements of prior experience as to whether or not Landlord may reasonably request concerning the proposed Assigneeshall grant its consent. If Landlord fails to nodfy Tenant further acknowledges that the use of the Leased Premises in wridng within said 15 day period, Landlord shall be limited deemed to the uses described in this Lease, and Landlord may withhold its have consented to said assignment or sublease. Landlord's written consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience subletting of the proposed Assignee are Premises by Tenant shall not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as constitute an acknowledgment that no default then exists under this Lease of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. be performed by Tenant will not amend the Assignment in nor shall such consent be deemed a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation waiver of any request for consent to an Assignment. Notwithstanding the precedingthen existing default, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, except as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested may be otherwise stated by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of at the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignmentdme. If Landlord consents to an assignment, then prior to such assignee taking occupancy of the AssignmentPremises, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment shall deliver to Landlord an original of the Leased Premises or portion thereof, upon fully-executed instrument of assignment and of the terms and conditions set forth agreement described in clause (iv) of the notice furnished by Tenant to Landlord pursuant to preceding paragraph of this Section.

Landlord’s Consent. If Tenant desires at In the event Landlord consents to any time to enter into an Assignment assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this LeaseArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any, in no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall first give written notice to Landlord be joint and several with the assignee), or relieve Tenant of any of its desire obligations hereunder without an express written release being given by Landlord. In the even that Landlord shall consent to do soan assignment or subletting under this Article XIV, which notice such assignment or subletting shall contain: (i) not be effective until the name assignee or sublessee shall assume all of the proposed assignee, subtenant obligations of this Lease on the part of Tenant to be performed or occupant (collectively “Assignee”); (ii) observed and whereby the nature of the business assignee or sublessee shall agree that the proposed Assignee seeks to conduct provisions contained in the Leased Premises; (iii) a copy of the subleasethis Lease shall, notwithstanding such assignment or other document that creates the proposed Assignment; subletting, continue to be binding upon it with respect to all future assignments and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assigneesublettings. Tenant further acknowledges that the use of the Leased Premises Such assignment or sublease agreement shall be limited duly executed and a fully executed copy thereof shall be delivered to the uses described in this LeaseLandlord, and Landlord may withhold its collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from as assignee or sublessee shall not constitute a consent or a waiver of the necessity of consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believessuch assignment or subletting, in its sole discretion, that nor shall such collection constitute a recognition of such assignee or sublessee as the financial strength, operating history Tenant hereunder or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience a release of Tenant either as from the performance of the date all of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionhereunder.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) 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 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 any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name 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 the proposed assignee or subtenant) is 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 Project; (iv) Landlord disapproves of the proposed assignee, subtenant ’s or occupant (collectively “Assignee”)subtenant’s reputation or creditworthiness; (iiv) Landlord determines in its reasonable discretion that the nature character of the business that would be conducted by the proposed Assignee seeks to conduct in assignee or subtenant at the Leased Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iiivi) a copy 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 within the last sixty (60) months; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the subleaseProject, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Project; (viii) the assignment or other document subletting would involve a change in use from that creates expressly permitted under this Lease; (ix) Landlord determines in its reasonable discretion that the proposed Assignment; and (iv) such financial information, operating histories and statements assignee may be unable to perform all of prior experience as Landlord may reasonably request concerning Tenant’s obligations under this Lease or the proposed Assignee. Tenant further acknowledges that the use subtenant may be unable to perform all of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of obligations under the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either sublease or (x) as of the date of this Lease Tenant requests Landlord’s consent or as of the date of the proposed AssignmentLandlord responds thereto, as selected a breach or default by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsectionLease shall’ have occurred and be continuing. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees foregoing rights and other third party and administrative costs incurred in conjunction with options shall continue throughout the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution entire term of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Tenant desires at (a) Tenant's request for consent to any time transfer described in Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to enter into an Assignment of this Leasewithhold consent, Tenant shall first give written notice if reasonable, or to Landlord of its desire to do sogrant consent, which notice shall containbased on the following factors: (i) the name business of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”)and the proposed use of the Property; (ii) the nature net worth and financial reputation of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee or subtenant; (iii) a copy Tenant's compliance with all of its obligations under the sublease, assignment or other document that creates the proposed AssignmentLease; and (iv) such financial information, operating histories and statements of prior experience other factors as Landlord may reasonably request concerning deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed Assignee. assignee, Tenant further acknowledges that the use may nonetheless sublease (but not assign), all or a portion of the Leased Premises Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the 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 limited 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 uses described in this monthly rent payable under the Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ all fees and other third party consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and administrative costs expenses directly incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee execution and the net worth performance of such assignee, assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such 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. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Property within thirty (30) days after Landlord’s receipt the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of the notice and the additional information requested by Landlord and specified in this Sectionsuch statement. Landlord may, by On written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignmentrequest, Tenant may thereaftershall promptly furnish to Landlord copies of all the transaction documentation, within ninety (90) days after Landlord’s consent, but not later than the expiration all of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished which shall be certified by Tenant to Landlord pursuant be complete, true and correct. Landlord's receipt of Landlord's Share shall not be a consent to any further assignment or subletting. The breach of Tenant's obligation under this SectionParagraph 9.05(b) shall be a material default of the Lease. Section 9.06.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant Landlord shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may not unreasonably withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience Transfer of the proposed Assignee are not as strong as those of Tenant, as determined by comparison Subject Space to the financial strength, operating history and prior experience of Tenant either as of Transferee on the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided terms specified in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees Transfer Notice and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for shall grant or withhold such consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt following the date upon which Landlord receives a “complete” Transfer Notice from Tenant (i.e., a Transfer Notice that includes all documents and information required pursuant to Section 14.1 of the notice and the additional information requested by Landlord and specified in this Section. Landlord mayLease, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignmentabove). If Landlord consents fails to the Assignment, timely deliver to Tenant may thereafter, within ninety (90) days after notice of Landlord’s consent, but not later than or the expiration withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 14 OF LEASE. FAILURE TO TIMELY RESPOND WITHIN TWO (2) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such ninety (90) days2-day period, enter into Landlord shall be deemed to have granted its consent to the proposed Transfer. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such Assignment notice, the basis for such withholding of consent. 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 Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.following apply:

Landlord’s Consent. If Tenant desires at Landlord consents to any time to enter into an Assignment assignment or subletting, then such consent shall not constitute a waiver of any of the restrictions of this LeaseArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall an assignment or subletting affect the continuing primary liability of Tenant (which, following an assignment, shall first give be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written notice release being given by Landlord. If Landlord shall consent to an assignment or subletting under this Article XIV, then such assignment or subletting shall not be effective until the assignee or sublessee shall assume in a writing delivered to Landlord of its desire to do so, which notice shall contain: (i) the name all of the proposed assignee, subtenant obligations of this Lease on the part of Tenant to be performed or occupant (collectively “Assignee”); (ii) observed and whereby the nature of the business assignee or sublessee shall agree that the proposed Assignee seeks to conduct provisions contained in the Leased Premises; (iii) a copy of the subleasethis Lease shall, notwithstanding such assignment or other document that creates subletting, continue to be binding upon it with respect to all future assignments and sublettings, and Tenant and the proposed Assignment; applicable assignee or sublessee have entered into Landlord's standard consent to sublease agreement or consent to assignment agreement, as the case may be. Such assignment or sublease agreement and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises consent agreement shall be limited duly executed and a fully executed copy thereof shall be delivered to the uses described in this LeaseLandlord, and Landlord may withhold its collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the necessity of consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believessuch assignment or subletting, in its sole discretion, that nor shall such collection constitute a recognition of such assignee or sublessee as the financial strength, operating history Tenant hereunder or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience a release of Tenant either as from the performance of the date all of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionhereunder.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant 15.2.1 Landlord shall first give written notice to Landlord of have fifteen (15) days after its desire to do so, which notice shall contain: (i) the name receipt of the proposed assignee, subtenant Transfer Notice and all other required and reasonably requested information within which to make its decision as to whether or occupant (collectively “Assignee”); (ii) not the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises Transfer shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other useapproved. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, Provided that the financial strength, operating history or prior experience no Event of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of Default under this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingthen exists, Landlord shall not unreasonably withhold withhold, condition or delay its consent to a any proposed Assignment Transfer of the Transfer Space to the Transferee on the terms specified in the event Transfer Notice. If Landlord shall fail to notify Tenant of its decision in writing within such Assignment fifteen (15) day period, Landlord shall be deemed to have refused its consent to the Transfer. If Landlord is proposed deemed to have refused to consent to such Transfer by reason of Landlord’s failure to notify Tenant in connection writing of its election within the aforementioned fifteen (15) day period, Tenant may provide Landlord with written notice of such failure to respond (the acquisition “Second Transfer Notice”), which, in order to be effective, must clearly, conspicuously and in bold type face set forth the following statement at the top of the first page of the Second Transfer Notice: “SECOND NOTICE! THE FAILURE OF LANDLORD TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER THE RECEIPT OF THIS SECOND NOTICE BY LANDLORD SHALL BE DEEMED TO BE A CONSENT TO THE PROPOSED TRANSFER.” If Landlord should fail to notify Tenant or in writing of substantially all its election as to such Transfer within five (5) Business Days after receipt of Tenant’s assets by such Second Transfer Notice, Landlord shall be deemed to have approved the proposed assignee and the net worth of such assignee, as of the commencement date of Transfer. Whenever Landlord provides any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) Tenant refusing to consent to the Assignmentany Transfer, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into notice shall include a reasonably detailed explanation for such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionrefusal.

Landlord’s Consent. If Tenant desires at may not sublet the Premises, assign its interest in this Lease nor mortgage its interest in the Lease (each a “Transfer”) without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, however, Tenant may sublet the Premises or assign its interest in this Lease to an Affiliate or to any time to enter into an Assignment person acquiring all, or substantially all, operating assets of Tenant without Landlord’s consent. No assignment, subletting or hypothecation of any interest in this Lease shall release Tenant from its liability under this Lease, Tenant which shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed continue as primary joint and several liability with Tenant’s assignee, subtenant or occupant other transferee and not as a surety or guarantor. Each assignee shall assume jointly and severally with Tenant all obligations of Tenant hereunder, which assumption shall be in form and content reasonably acceptable to Landlord and delivered to Landlord concurrent with, and as a condition to, such assignment. Tenant shall be entitled to keep any and all sublease or assignment profits. Tenant shall only be entitled to mortgage or otherwise pledge or assign as security (collectively each a “AssigneeMortgage”); (ii) Tenant’s interest in this Lease pursuant to a first priority Mortgage, securing a loan to Tenant from an institutional lender with a payment term not longer than the nature of the business that the proposed Assignee seeks to conduct remaining Lease Term, securing only Tenant’s interest in the Leased Premises; (iiileasehold and/or Tenant’s personal property. No mortgage by Tenant shall i) a copy encumber any of the subleaseLandlord’s right, assignment title or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described interest in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed AssignmentPremises, as selected by Landlord. The failure ii) modify or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (yiii) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after otherwise affect Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionright hereunder.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of 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 first give written notice not be unreasonably, withheld, delayed or conditioned. When Tenant requests Landlord' consent to such assignment or sublease, it shall notify Landlord in writing of its desire to do so, which notice shall contain: (i) the name and address of the proposed assignee, subtenant assignee or occupant (collectively “Assignee”)subtenant; (ii) the nature and character of the business that of the proposed Assignee seeks to conduct in the Leased Premisesassignee or subtenant; (iii) financial information including financial statements of the proposed assignee or subtenant; and (iv) a copy of the sublease, proposed sublet or assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assigneeagreement. Tenant further acknowledges that 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 use 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 Leased Premises shall to be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history subleased or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, assigned as of the commencement date of any such Assignment is equal to stated in the proposed sublease or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignmentassignment. If Landlord consents to shall not exercise its option within the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions time set forth in the notice furnished by Tenant above, Landlord's consent to Landlord pursuant to this Sectionany proposed assignment or sublease shall not be unreasonably withheld.

Landlord’s Consent. If Xxxxxxxx’s and Tenant’s agreement with regard to Xxxxxx’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 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 (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”), in each case without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except as otherwise expressly set forth in this Paragraph 13, any assignment or subletting without Landlord’s prior written consent shall, at any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter 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 an Assignment consideration Xxxxxx’s ongoing liability hereunder); (ii) 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; (iii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (iv) as of the date Tenant requests Xxxxxxxx’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, Tenant the following events shall first give written notice to Landlord of its desire to do sobe deemed an assignment or sublease, which notice shall containas appropriate: (i) the name issuance of the proposed equity interests (whether stock, partnership interests or otherwise) in Tenant or assignee, subtenant or occupant 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 (collectively “Assignee”)as defined below) of Tenant or assignee; (ii) the nature a transfer of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition Control of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as or any entity controlling any of the commencement date them, in a single transaction or a series of any such Assignment is equal to related or greater than the net worth of Tenant at unrelated transactions (x) the date of the execution of this Lease or (y) the commencement date of any such Assignmentincluding, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord maywithout limitation, by written notice to Tenantconsolidation, elect one merger, acquisition or reorganization), except that the transfer of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give advise Landlord, by written notice to Landlord ("Tenant Notice"), of its desire intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of Tenant's notice) to do so, which assign this Lease or to sublet any part or all of the Premises for any part of the Term. Tenant's notice shall contain: (i) state the name and address of the proposed subtenant or assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) and a true and complete copy of the proposed sublease or assignment and sufficient information to permit Landlord to determine the financial responsibility and character of the proposed subtenant 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, assignment or other document that creates including the means of ingress thereto and egress therefrom and the proposed Assignmentuse 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; and (ivd) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall by the subtenant or assignee does not conform with the use permitted by Article 5; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be limited deleterious to the uses described in this Leasereputation of the Building, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; (f) the sublessee's or assignee's business is likely to cause greater wear and tear to the Premises than occasioned by Tenant's use or (g) the proposed subtenant or assignee is a government or a government agency; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to any other useor dissimilar from to the foregoing examples. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history shall either approve or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to disapprove a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant assignment or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time sublease within thirty (30) days after Landlord’s receipt of the notice information and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth documents described in the notice furnished by Tenant to Landlord pursuant to second sentence of this SectionSection 13.04.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s notice or if Tenant desires at any time proposes a sublease, Landlord shall not unreasonably withhold or delay its consent to enter into the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant’s notice fails to state that it constitutes an Assignment offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this LeaseParagraph 24.2, and Landlord may withhold its consent to any other usethe proposed assignment in Landlord’s absolute discretion. Without otherwise limiting the criteria upon which Landlord may also withhold its consent to any proposed Assignee assignment or sublease, if Landlord believes, withholds its consent where Tenant is in its sole discretion, that default at the financial strength, operating history or prior experience time of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all giving of Tenant’s assets by the proposed assignee and notice or at any time thereafter, or where the net worth of such assignee, as the proposed assignee (according to generally accepted accounting principles) is less than the greater of (i) the commencement date net worth of any such Assignment is equal Tenant immediately prior to the assignment (ii) or greater than the net worth of Tenant at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. Fifty percent (x50%) the date of any and all rent paid by an assignee or subtenant in excess of the execution Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys’ fees, and the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or (y) in the commencement date of any such AssignmentPremises, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consentincluding, but not later than the expiration of such ninety limited to key money, bonus money, and payments (90) days, enter into such Assignment in excess of the Leased Premises fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or portion thereofother equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, upon and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the terms provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, and conditions set forth in Tenant shall remain jointly and severally liable with the notice furnished by Tenant to Landlord pursuant to this Sectionassignee or subtenant.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give not, without the prior written notice to Landlord consent of its desire to do so, which notice shall containLandlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the name Premises, or any part thereof, whether voluntarily or by operation of the proposed assignee, subtenant or occupant (collectively “Assignee”)law; (ii) the nature of the business that the proposed Assignee seeks employ any independent manager or operator to conduct in the Leased Premisesmanage or operate Tenant’s business; (iii) a copy of enter into any franchise, concession, license or similar agreement with any person or entity to operate the subleasePremises, assignment or other document that creates the proposed Assignmentany part thereof; and or (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that permit the use of the Leased Premises by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall be limited void and of no effect. Landlord’s consent to the uses described in this Lease, and Landlord may any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other usethan Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may also withhold require as a condition to its consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer (whether direct or as indirect) of all or a majority of the date capital stock in a corporate Tenant (including the shares of the proposed Assignmentcapital stock of a corporate Tenant whose stock is publicly traded) shall not be considered a Transfer, but a merger, consolidation or reorganization of such Tenant and the transfer of all or any general partnership interest in any partnership Tenant shall be considered a Transfer. So long as selected by Landlord. The failure or inability Tenant remains obligated for all payments and performance of the Assignee to pay Tenant Tenant’s obligations pursuant to the Assignment will not relieve Lease, Tenant from its obligations shall have the right during the Term and any Option Term, without Landlord’s prior consent, to Landlord assign this Lease to an affiliate or parent entity or to an entity which controls, is controlled by, or is under this subsectioncommon control with Tenant. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent may assign this Lease to a proposed Assignment in successor to Tenant by merger, consolidation or the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or purchase of substantially all of Tenant’s assets by assets, without the proposed assignee and the net worth consent of such assigneeLandlord, as provided that all of the commencement date of any such Assignment is equal to or greater than the net worth of following conditions are satisfied (a “Business Transfer”): (a) Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified must not be in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.default;

Landlord’s Consent. 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 or reasonable disapproval of any such Transfer within ten (10) business days after Xxxxxxxx’s receipt of the Transfer Notice and all other information required to be delivered by Tenant to Landlord in connection with such proposed Transfer as set forth in Section 14.1 above. In the event that Xxxxxxxx fails to notify Tenant in writing of such approval or disapproval within such 10-business day period, and such failure continues for an additional three (3) business days after Tenant notifies Landlord of such failure, then Landlord shall be deemed to have approved such Transfer. Following such approval by Landlord (or at Tenant’s option, within such ten (10) and/or three (3) business day periods, as applicable) but prior to the effective date of any time to enter into an Assignment of this Leasesuch Transfer, Tenant shall first give written notice submit to Landlord of its desire to do sofor Landlord’s reasonable approval, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the actual sublease, assignment or other document that creates which will effect such Transfer, which approval Landlord shall not withhold if (i) the proposed Assignment; terms of such Transfer, as set forth in such Transfer document, are materially the same as the terms for such Transfer in the Transfer Notice previously approved by Landlord, and (ivii) Tenant and the Transferee execute and deliver to Landlord Landlord’s standard form of consent to such financial informationTransfer, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises which shall be limited to substantially in the uses described in this Leaseform of Exhibit K-1 attached hereto if an assignment, or Exhibit K-2 attached hereto if a sublease (“Landlord’s Consent”), and Landlord may withhold its consent shall, within five (5) business days after receipt of such Transfer document and Landlord’s Consent executed by Xxxxxx and such Transferee, execute and deliver such Landlord’s Consent to Tenant and such Transferee. If Landlord fails to timely execute and deliver the applicable Landlord’s Consent with respect to such proposed Transfer, Landlord shall be deemed to have consented to the Transfer document submitted by Tenant to Landlord. The parties hereby agree that it shall be reasonable under this Lease and under any other use. applicable law for Landlord may also to withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history Transfer where one or prior experience more of the proposed Assignee are not as strong as those of Tenantfollowing apply, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way without limitation as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand other reasonable grounds for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s withholding consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.:

Landlord’s Consent. If Tenant desires at In the event Landlord consents to any time to enter into an Assignment assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this LeaseArticle XIV and the same shall apply to each successive assignment of subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall first give written notice to Landlord be joint and several with the assignee), or relieve Tenant of any of its desire obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to do soan assignment or subletting under this Article XIV, which notice such assignment or subletting shall contain: (i) not be effective under the name assignee or sublessee shall assume all of the proposed assignee, subtenant obligations of this Lease on the part of Tenant to be performed or occupant (collectively “Assignee”); (ii) observed and whereby the nature of the business assignee or sublessee shall agree that the proposed Assignee seeks to conduct provisions contained in the Leased Premises; (iii) a copy of the subleasethis Lease shall, notwithstanding such assignment or other document that creates the proposed Assignment; subletting, continue to be binding upon it with respect to all future assignments and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assigneesublettings. Tenant further acknowledges that the use of the Leased Premises Such assignment or sublease agreement shall be limited duly executed and a fully executed copy thereof shall be delivered to the uses described in this LeaseLandlord, and Landlord may withhold its collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constItute a consent or a waiver of the necessity of consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believessuch assignment of subletting, in its sole discretion, that nor shall such collection constitute a recognition of such assignee or sublessee as the financial strength, operating history Tenant hereunder or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience a release of Tenant either as from the performance of the date all of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionhereunder.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) 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 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 any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name 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 the proposed assignee or subtenant) is 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 Project; (iv) Landlord disapproves of the proposed assignee, subtenant ’s or occupant (collectively “Assignee”)subtenant’s reputation or creditworthiness; (iiv) Landlord determines that the nature character of the business that would be conducted by the proposed Assignee seeks to conduct in assignee or subtenant at the Leased Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iiivi) a copy 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 subleaseProject, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Project; (viii) the assignment or other document subletting would involve a change in use from that creates expressly permitted under this Lease; (ix) Landlord determines that the proposed Assignment; and (iv) such financial information, operating histories and statements assignee may be unable to perform all of prior experience as Landlord may reasonably request concerning Tenant’s obligations under this Lease or the proposed Assignee. Tenant further acknowledges that the use subtenant may be unable to perform all of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of obligations under the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either sublease or (x) as of the date of this Lease Tenant requests Landlord’s consent or as of the date of the proposed AssignmentLandlord responds thereto, as selected a breach or default by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsectionLease shall have occurred and be continuing. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees foregoing rights and other third party and administrative costs incurred in conjunction with options shall continue throughout the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution entire term of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s notice or if Tenant desires at any time proposes a sublease, Landlord shall not unreasonably withhold or delay its consent to enter into the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant’s notice fails to state that it constitutes an Assignment offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this LeaseParagraph 24.2, and Landlord may withhold its consent to any other usethe proposed assignment in Landlord’s absolute discretion. Without otherwise limiting the criteria upon which Landlord may also withhold its consent to any proposed Assignee assignment or sublease, if Landlord believes, withholds its consent where Tenant is in its sole discretion, that Default at the financial strength, operating history or prior experience time of the proposed Assignee are not as strong as those giving of Tenant’s notice such withholding of consent shall be presumptively reasonable. Seventy-five percent (75%) of any and all rent paid by an assignee or subtenant in excess of the Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys’ fees, and the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as determined Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by comparison Tenant from an assignee or subtenant, if such sums are related to the financial strength, operating history and prior experience of Tenant either as of the date of Tenant’s interest in this Lease or as in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the date fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the proposed Assignment, as selected by Landlord. The failure or inability provisions of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way Paragraph 24 as to reduce any subsequent assignment or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees sublease nor a consent to reimburse Landlord on demand for any subsequent assignment or sublease; further, Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignmentassignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant. Notwithstanding the precedingforegoing, Landlord nothing in this Section 24.2(c) shall not unreasonably withhold consent applicable to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after transfer for which Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but is not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord required pursuant to this SectionSection 24.2 below.

Landlord’s Consent. If Tenant desires at any time This Sublease is subject to enter into an Assignment and conditioned upon the consent of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Master Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of Following the execution of this Lease or (y) the commencement date Sublease by Sublessee, Sublessee will keep open Sublessee’s offer to enter into this Sublease for a period of any such Assignment, whichever is greater. At any time within thirty (30) days after (“Consent Period”) days while Sublessor uses reasonable efforts to obtain Master Landlord’s receipt consent (“Master Landlord’s Consent”). Master Landlord’s Consent shall be subject to Sublessee’s approval, which shall not be unreasonably withheld, delayed or conditioned, and Sublessee’s time for consideration of Master Landlord’s Consent shall extend the Consent Period on a day for day basis; provided, however, regardless of the notice amount of time for Sublessee’s consideration and negotiation of Master Landlord’s Consent in no event shall the Consent Period exceed forty five (45) days provided that Sublessee is considering and negotiating Master Landlord’s Consent reasonably, timely and in good faith. In the event that Master Landlord’s Consent is not obtained within the Consent Period, and Sublessor is not able to procure Master Landlord’s Consent within five (5) additional information requested by Landlord and specified in days thereafter, either party may thereafter cancel this Section. Landlord may, Sublease by written notice to Tenantthe other given at any time prior to delivery of Master Landlord’s Consent, elect one of in which event any amounts paid by Sublessee to Sublessor shall be promptly refunded to Sublessee. Sublessor shall pay all costs, fees and charges required by the following, as selected by Amended Master Lease to be paid to Master Landlord in its sole discretion: (i) connection with any consent of Master Landlord to this Sublease, not to exceed the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions amount set forth in the notice furnished by Tenant to Landlord pursuant to this SectionAmended Master Lease.

Landlord’s Consent. If Tenant desires at In the event Landlord consents to any time to enter into an Assignment assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this LeaseArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall first give written notice to Landlord be joint and several with the assignee), or relieve Tenant of any of its desire obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to do soan assignment under this Article XIV, which notice such assignment shall contain: (i) not be effective until the name assignee shall assume all of the proposed assignee, subtenant obligations of this Lease on the part of Tenant to be performed or occupant (collectively “Assignee”); (ii) observed and whereby the nature of the business assignee shall agree that the proposed Assignee seeks provisions contained in this Lease shall, notwithstanding such assignment, continue to conduct in the Leased Premises; (iii) a copy of the sublease, be binding upon it with respect to all future assignments. Such assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises sublease agreement shall be limited duly executed and a fully executed copy thereof shall be delivered to the uses described in this LeaseLandlord, and Landlord may withhold its collect Monthly Rent and Additional Rent due hereunder directly from the assignee or following the occurrence of an Event of Default hereunder, from the sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or the sublessee shall not constitute a consent or a waiver of the necessity of consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believessuch assignment or subletting, in its sole discretion, that nor shall such collection constitute a recognition of such assignee or sublessee as the financial strength, operating history Tenant hereunder or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience a release of Tenant either as from the performance of the date all of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionhereunder.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment Tenant’s request for consent (Tenant’s “Transfer Request”) under Article VIII of this LeaseLease (and Tenant’s notice of any transfer not requiring Landlord’s consent under Section 8.1 hereof) shall set forth the details of the proposed Transfer, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall containincluding: (i) the name name, business and financial condition of the proposed assignee, subtenant or occupant (collectively “Assignee”)prospective transferee; (ii) the nature a true and complete fully executed copy of the business that proposed instrument containing all of the proposed Assignee seeks to conduct in the Leased Premisesterms and conditions of such Transfer; (iii) a copy written agreement of the subleaseassignee, assignment subtenant or other document that creates licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the proposed Assignmentterms, covenants, and conditions of this Lease; and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such notice. Except in connection with an Excluded Transfer, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (w) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Uses); (x) the net worth, business reputation, character, and financial information, operating histories condition of the proposed assignee or subtenant; (y) Tenant’s compliance with all of its obligations under this Lease within applicable notice and statements of prior experience cure periods; and (z) such other factors as Landlord may reasonably request concerning the proposed Assigneedeem relevant. Tenant further acknowledges that the use of the Leased Premises shall be limited pay to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of TenantLandlord, as determined by comparison to the financial strengthAdditional Rent, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of reviewing any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is Transfer proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, whether or (ii) disapprove the Assignment. If not Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionsame.

Landlord’s Consent. 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 at 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, conditioned or delayed, neither this Lease nor all or any time to enter into 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 (collectively, an Assignment “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”); provided that an assignment or sublease may occur in a Permitted Transfer (as defined below) without Landlord’s consent but otherwise in compliance with the terms of this LeaseParagraph 13. Any assignment or subletting without Landlord’s prior written consent, Tenant except for subleases pursuant to a Permitted Transfer, shall, at Landlord’s option, be void and shall first give written notice constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name of assignment or subletting would materially increase the proposed assigneeoperating costs for the Building or the burden on the Building services, subtenant or occupant (collectively “Assignee”); materially increase the foot traffic to/from the Premises, elevator usage or security concerns in the Building, (ii) the nature 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 a foreign government or quasi-governmental agency or authority (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 has been in negotiations with Landlord as a prospective tenant of the Building during the six (6) months preceding Tenant’s request for Landlord’s consent; (iv) the creditworthiness of a proposed assignee or subtenant is not substantially similar to the then current creditworthiness of Tenant; (v) Landlord determines that the character of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall would be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets conducted by the proposed assignee and or subtenant at the net worth Premises, or the manner of conducting such assigneebusiness, as would be materially inconsistent with the character of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at Building as a first-class office building; (xvi) the date proposed assignee or subtenant is an entity or a parent, wholly-owned subsidiary or affiliate of an entity with whom Landlord or Landlord’s parent entity, wholly-owned subsidiary or affiliate is then currently in litigation; (vii) the assignment or subletting conflicts with any exclusive uses granted to other tenants of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice Real Property prior to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after ’s request for Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property and conditions set forth entered into prior to Tenant’s request for Landlord’s consent; or (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease. Landlord’s foregoing rights and options shall continue throughout the notice furnished by Tenant to Landlord pursuant to entire term of this SectionLease.

Landlord’s Consent. If Tenant desires at (a) Txxxxx's request for consent to any time transfer described in Section 9.()1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to enter into an Assignment of this Leasewithhold consent, Tenant shall first give written notice if reasonable, or to Landlord of its desire to do sogrant consent, which notice shall containbased on the following factors: (i) the name business of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”)and the proposed use of the Property; (ii) the nature net worth and financial reputation of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee or subtenant; (iii) a copy Tenant's compliance with all of its obligations under the sublease, assignment or other document that creates the proposed AssignmentLease; and (iv) such financial information, operating histories and statements of prior experience other factors as Landlord may reasonably request concerning deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed Assignee. assignee, Tenant further acknowledges that the use may nonetheless sublease (but not assign), all or a portion of the Leased Premises Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1. 13) of the Profit (defined below) on such transaction as and when received by Txxxxx, unless Lxxxxxxx gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be limited 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 uses described in this monthly rent payable under the Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ all fees and other third party consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and administrative costs expenses directly incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee execution and the net worth performance of such assignee, assignment or sublease for real estate broker"; commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such 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. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Property within thirty (30) days after Landlord’s receipt the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by such statement On written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignmentrequest, Tenant may thereaftershall promptly furnish to Landlord copies of all the transaction documentation, within ninety (90) days after Landlord’s consent, but not later than the expiration all of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished which shall be certified by Tenant to Landlord pursuant be complete, true and correct. Lxxxxxxx's receipt of Landlord's Share shall not be a consent to any further assignment or subletting. The breach of Tenant's obligation under this SectionParagraph 9.05(b) shall be a material default of the Lease. Section 9.06.

Landlord’s Consent. If Tenant desires The undersigned, being the current landlord under the lease agreement identified as the "Head Lease" in the Mortgage of Lease (the "Mortgage") to which this Consent is attached, hereby consents to the Mortgage to Alberta Treasury Branches ("ATB") as attached hereto. The undersigned, reserving all rights in respect of future mortgages, assignments or subletting; confirms that the Head Lease and other documents are valid, subsisting and in good standing as at the date hereof and agrees: not to terminate the Head Lease without first advising ATB in writing of the default or breach of the tenant thereunder and giving ATB a reasonable opportunity to remedy any time such default; to permit ATB to exercise its remedies and realize on its security as contemplated in the attached Mortgage and permitted by law, without hindrance by the undersigned; that should it become necessary for ATB to enter into an Assignment of this upon the leasehold premises described in the Head Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as terms of the commencement date of any such Assignment is equal Mortgage, and to assign or greater than sublet the net worth of Tenant at (x) the date of the execution of this Head Lease or (y) part thereof, the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) undersigned will consent to the Assignmentsubletting of the said leasehold premises or the assignment or transfer of the Head Lease; and unless and until ATB exercises its rights to take possession of the leasehold premises, nothing herein or (ii) disapprove in the Assignment. If Landlord consents Mortgage is to be construed as an obligation or covenant on the part of ATB to become liable to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than undersigned for the expiration payment of such ninety (90) days, enter into such Assignment rent under the Head Lease or for the performance of covenants of the Leased Premises tenant contained therein; provided that nothing herein will limit in any manner whatsoever the rights which the undersigned has or portion thereofmay have against the tenant under the Head Lease. Dated at ______________________________, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Alberta this Section________day of ____________________________________.

Landlord’s Consent. If Xxxxxxxx's and Tenant's agreement with regard to Xxxxxx's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Xxxxxx agrees that, except upon Xxxxxxxx's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) 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 Xxxxxx 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 desires (collectively, a "sublease"). Any assignment or subletting without Xxxxxxxx's prior written consent shall, at any time Landlord's option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name assignment or subletting would materially 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 proposed assigneecomfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, subtenant or occupant (collectively “Assignee”); (ii) the nature 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 business that same not having substantial dealings with the proposed Assignee seeks public or personnel to conduct in be placed), 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 Leased Premisesprovision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as or subtenant is a prospective tenant of the commencement date of any such Assignment Building (and Landlord is equal in written correspondence to them regarding space available and Landlord has or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever will have available space in City Center that is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent comparable to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or the portion thereofthereof subject to such subletting, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.as

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) This Sublease and the name obligations of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of parties hereunder are expressly conditioned upon Sublandlord's obtaining prior experience as Landlord may reasonably request concerning the proposed Assigneewritten consent hereto from Landlord. Tenant further acknowledges that the use of the Leased Premises Sublandlord shall be limited to the uses described responsible for any fees imposed by Landlord in connection with this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignmentthe sublease except those specifically attributable to Subtenant. Notwithstanding Subtenant shall promptly deliver to Sublandlord any information set forth in Article 9 of the preceding, Original Lease or otherwise reasonably requested by Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant (in connection with Landlord's approval of this Sublease) with respect to the acquisition nature and operation of Tenant or of substantially all of Tenant’s assets by the proposed assignee Subtenant's business and the net worth financial condition of Subtenant and any Guarantor. Sublandlord and Subtenant hereby agree, for the benefit of Landlord, that this Sublease and Landlord's consent hereto shall not (a) create privity of contract between Landlord and Subtenant; (b) be deemed to have amended the Original Lease in any regard (unless Landlord shall have expressly agreed in writing to such assignee, amendment); or (c) be construed as a waiver of Landlord's right to consent to any assignment of the commencement date Original Lease by Sublandlord or any further subletting of premises leased pursuant to the Original Lease, or as a waiver of Landlord's right to consent to any such Assignment is equal to assignment by Subtenant of this Sublease or greater than the net worth of Tenant at (x) the date any sub-letting of the execution of Premises or any part thereof. If Landlord fails to consent to this Lease or Sublease within sixty (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (3060) days after Landlord’s receipt the execution and delivery of the notice and the additional information requested this Sublease, then either party may terminate this Sublease by Landlord and specified in this Section. Landlord may, by giving written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent thereof to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may other party at any time thereafter, within ninety (90) days after Landlord’s before Landlord grants such consent, but not later than the expiration of and upon such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant all prepaid rent shall be refunded to Landlord pursuant to this SectionSubtenant.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment Concurrently with Tenant’s delivery of this Leaseeach Transfer Notice, Tenant shall first give written notice to pay Landlord a review fee of its desire to do so, which notice shall contain: (i) the name $1,500.00 for Landlord’s review of the proposed assigneerequested Transfer, subtenant regardless of whether consent is granted, and thereafter, Tenant shall pay all reasonable costs incurred by Landlord (including reasonable fees paid to consultants (as may be required if any physical changes to the Premises or occupant (collectively “Assignee”); (ii) the nature of the business that Building would be required for the proposed Assignee seeks to conduct sublease or assignment) and attorneys) in the Leased Premises; (iii) a copy of the subleaseconnection with any requested Transfer, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be including but not limited to the uses described in this Lease, and Landlord may withhold its Landlord’s reasonable attorneys’ fees. If Tenant executes Landlord’s standard form of consent without any material changes to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or material changes to the consent, such costs will not exceed $2,000.00 in the aggregate. However, if Tenant or the Transferee request material changes to Landlord’s standard form of consent or if there are material negotiations related thereto, or if this Lease needs to be amended at Tenant’s request or the request of Tenant’s Transferee, the foregoing limitation will not apply, provided that Landlord shall if requested by Tenant provide Tenant with reasonable updates on the amount of such costs incurred as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignmentrequest. If Landlord consents to any Transfer pursuant to the Assignmentterms of this Article 40, Tenant may thereafter, within ninety six (906) days months after Landlord’s consent, but not later than the expiration of such ninety said six (906) daysmonth period, enter into such Assignment Transfer of the Leased Premises or portion thereofSubject Space, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord; provided, however, that if there are any changes in the terms and conditions from those specified in the Transfer Notice, or if there are any changes in any of the documentation delivered in connection therewith, (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Article 40, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, then Tenant shall again submit the notice furnished by Tenant Transfer to Landlord pursuant to for its approval or other action under this SectionArticle 40.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld and which consent shall be granted or denied within the period set forth in Section 13.d. below, neither this Lease nor all or any parts 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 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 any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name 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 a materially 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 is a prospective tenant of the Building with whom Landlord has entered into a letter of intent or exchanged an offer and counteroffer or similar correspondence (including a draft lease) within the preceding one hundred eighty (180) day period, or is a current tenant of the Building, and in each such case Landlord has or will have reasonably equivalent space available in the Building to meet such proposed assignee’s or subtenant’s requirements as set forth in the Sublease Notice; (iv) Landlord disapproves of the proposed assignee, subtenant ’s or occupant (collectively “Assignee”)subtenant’s reputation or creditworthiness; (iiv) Landlord determines that the nature character of the business that would be conducted by the proposed Assignee seeks to conduct in assignee or subtenant at the Leased Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first- class office building; (iiivi) a copy 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 subleaseReal Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or other document subletting would involve a change in use from that creates expressly permitted under this Lease; (ix) Landlord reasonably determines that the proposed Assignment; and (iv) such financial information, operating histories and statements assignee may be unable to perform all of prior experience as Landlord may reasonably request concerning Tenant’s obligations under this Lease or the proposed Assignee. Tenant further acknowledges that the use subtenant may be unable to perform all of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of obligations under the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either sublease; or (x) as of the date of this Lease Tenant requests Landlord’s consent or as of the date of the proposed AssignmentLandlord responds thereto, as selected a breach or default by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsectionLease shall have occurred and be continuing. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees foregoing rights and other third party and administrative costs incurred in conjunction with options shall continue throughout the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution entire term of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Landlord does not exercise its right to ------------------ terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant's notice or if Tenant desires at proposes a sublease, Landlord shall not unreasonably withhold or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. Landlord shall exercise good faith efforts to respond to any time request for Landlord's consent to enter into a proposed assignment or sublease not later than fifteen (15) days after receiving Tenant's notice of a proposed assignment or subletting as described in Paragraph 24.2(a) above. If Tenant's notice fails to state that it constitutes an Assignment offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this LeaseParagraph 24.2, and Landlord may withhold its consent to any other usethe proposed assignment in Landlord's absolute discretion. Without otherwise limiting the criteria upon which Landlord may also withhold its consent to any proposed Assignee assignment or sublease, if Landlord believes, withholds its consent where Tenant is in its sole discretion, that default at the financial strength, operating history or prior experience time of the proposed Assignee are not as strong as those giving of Tenant's notice or at any time thereafter, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and where the net worth of such assignee, as the proposed assignee (according to generally accepted accounting principles) is less than the greater of (i) the commencement date net worth of any such Assignment is equal Tenant immediately prior to the assignment (ii) or greater than the net worth of Tenant at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. Fifty percent (x50%) the date of any and all rent paid by an assignee or subtenant in excess of the execution Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant's deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys' fees, and the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or (y) in the commencement date of any such AssignmentPremises, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consentincluding, but not later than the expiration of such ninety limited to key money, bonus money, and payments (90) days, enter into such Assignment in excess of the Leased Premises fair market value thereof) for. Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or portion thereofother equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, upon and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the terms provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subse quent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and conditions set forth in Tenant shall remain jointly and severally liable with the notice furnished by Tenant to Landlord pursuant to this Section.assignee or subtenant

Landlord’s Consent. If Tenant desires at any time Whenever Landlord’s consent or approval is requested pursuant to enter into an Assignment the provisions of this Lease, Tenant shall first reimburse Landlord for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’, architects’, engineering, accounting and other professional fees and expenses) incurred by Landlord in responding to any such request, irrespective of whether or not such consent or approval is granted or denied. Where provision is made in this Lease for Landlord’s consent or approval and Tenant shall request such consent or approval and Landlord shall fail or refuse to give written or shall delay in giving such consent or approval, Tenant shall not be entitled to any damages and Tenant hereby Waives any claim based on such failure, refusal or delay; provided, however, in any situation where Landlord is expressly required not to unreasonably withhold, condition or delay such consent or approval, Tenant shall be entitled to bring an action for specific performance or injunction in connection with such failure, refusal or delay as its sole and exclusive remedy at law or in equity. If Landlord shall fail to respond to any request for consent hereunder within thirty (30) days, Tenant may, after the expiration of such 30-day period, give Landlord a second notice to Landlord of its desire to do so, which requesting such consent and if such second notice shall contain: contain an advisory in at least fourteen (i14) point, bold-face type to the name effect that failure of Landlord to respond to such second notice within ten (10) business days after Landlord’s receipt thereof shall constitute consent or approval to the proposed assigneematter requested, subtenant then if Landlord shall fail to respond within such ten (10) business day period, such consent or occupant approval shall be deemed given. Any dispute as to whether Landlord shall be entitled to withhold, condition or delay its approval pursuant to its express obligations under Sections 11 or 19 hereof (collectively a “AssigneeDispute”); ) may, at either party’s election, be resolved by arbitration administered by the American Arbitration Association (ii“AAA”) in the nature City of Denver, Colorado or the business closest city in which the AAA maintains an office. Arbitrations hereunder shall be governed by the Federal Xxxxxxxxxxx Xxx, 0 X.X.X. §0 et seq., and administered under the AAA Commercial Arbitration Rules in effect on the date the Dispute is submitted to arbitration, except that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises arbitrator shall be limited an architect pr engineer experienced in similar design and construction or a broker having experience in leasing similar property, in each case as appropriate to the uses described matter in this Leasedispute, and Landlord may withhold its consent and, in either case, such arbitrators will be professionally licensed to any other usepractice in their respective fields by the State of Colorado. Landlord may also withhold consent to any proposed Assignee if Landlord believesIf the parties cannot agree on a mutually acceptable single arbitrator from the one or more lists submitted by the AAA, the AAA shall designate a minimum of three (3) persons, who, in its sole discretionopinion, that meet the financial strengthcriteria set forth herein. Each party shall be entitled to strike one of such designees on a peremptory basis, operating history or prior experience indicating its order of preference with respect to the remaining designees, and the selection of the proposed Assignee are arbitrator shall be made by the AAA from among such designees not as strong as those so stricken by either party in accordance with their indicated order of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlordmutual preference. The failure or inability of arbitrator shall base the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment arbitration award on accepted design and construction industry customs and practices, customary leasing guidelines and practices and applicable law and judicial precedent and, unless both parties agree otherwise, shall include in such a way as to reduce award the findings of fact and conclusions of law or delay payment of amounts industry practice upon which are provided the award is based. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in the Assignment approved by Landlord. Tenant agrees arbitration shall be entitled to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs expenses incurred in conjunction with the processing and documentation resolution of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionsaid Dispute.

Landlord’s Consent. If Before proceeding with any Alterations, Tenant desires at shall submit to Landlord three copies of detailed drawings and specifications therefor for Landlord's written consent, which consent shall not be unreasonably withheld or delayed. Tenant shall upon demand reimburse Landlord for all reasonable expenses incurred by Landlord in connection with (a) its decision and the decision, if required, of any time Superior Lessor and any Superior Mortgagee as to enter into whether to approve the proposed Alterations and (b) inspecting the Alterations to determine whether the same are being or have been performed in accordance with the approved drawings and specifications therefor and with all Legal Requirements and Insurance Requirements, including the reasonable fees and expenses of any attorney, architect and/or engineer employed for such purpose. Any Alterations for which consent has been received shall be performed in accordance with the approved drawings and specifications therefor, and no changes thereto shall be made without the prior consent of Landlord, which consent shall not be unreasonably withheld or delayed. No approval of plans or specifications by Landlord, or consent by Landlord allowing Tenant to make Alterations in the Premises, or any inspection of Alterations made by or for Landlord shall in any way be deemed to be an Assignment agreement by Landlord that the contemplated Alterations comply with any Legal Requirements or Insurance Requirements or the certificate of occupancy for the Building, nor shall it be deemed to be a waiver by Landlord of Tenant's obligation to comply with any provision of this Lease. Notice is hereby given that neither Landlord, Landlord's agents, any Superior Lessor nor any Superior Mortgagee shall be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for such labor or materials shall first give written notice attach to Landlord of its desire to do so, which notice shall contain: (i) the name or affect any estate or interest of the proposed assigneeLandlord, subtenant any Superior Lessor or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct Superior Mortgagee in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionReal Property.

Landlord’s Consent. If Tenant desires at Landlord consents to any time to enter into an Assignment assignment or subletting, then such consent shall not constitute a waiver of any of the restrictions of this LeaseArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall an assignment or subletting affect the continuing primary liability of Tenant (which, following an assignment, shall first give be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written notice release being given by Landlord. If Landlord shall consent to an assignment or subletting under this Article XIV, then such assignment or subletting shall not be effective until the assignee or sublessee shall assume in a writing delivered to Landlord of its desire to do so, which notice shall contain: (i) the name all of the proposed assignee, subtenant obligations of this Lease on the part of Tenant to be performed or occupant (collectively “Assignee”); (ii) observed and whereby the nature of the business assignee or sublessee shall agree that the proposed Assignee seeks to conduct provisions contained in the Leased Premises; (iii) a copy of the subleasethis Lease shall, notwithstanding such assignment or other document that creates subletting, continue to be binding upon it with respect to all future assignments and sublettings, and Xxxxxx and the proposed Assignment; applicable assignee or sublessee have entered into Landlord’s standard consent to sublease agreement or consent to assignment agreement, as the case may be. Such assignment or sublease agreement and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises consent agreement shall be limited duly executed and a fully executed copy thereof shall be delivered to the uses described in this LeaseLandlord, and Landlord may withhold its collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the necessity of consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believessuch assignment or subletting, in its sole discretion, that nor shall such collection constitute a recognition of such assignee or sublessee as the financial strength, operating history Tenant hereunder or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience a release of Tenant either as from the performance of the date all of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionhereunder.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of 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. Landlord's consent shall not be unreasonably withheld or delayed. When Tenant reaches an agreement with a subtenant, Tenant shall first give written notice to notify Landlord in writing of its desire to do so, which notice shall contain: (i) the name and address of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”); (ii) and the nature and character of the business that of the proposed Assignee seeks assignee or subtenant and shall provide financial information including financial statements of the proposed assignee or subtenant and shall provide the form of sublease or assignment document to conduct in the Leased Premises; (iii) be used by Tenant and proposed assignee or subtenant. Tenant shall also provide Landlord with a copy of the sublease, proposed sublet or assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the agreement for use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other usewith Landlord. Landlord may also withhold consent shall have the option (to any proposed Assignee if Landlord believes, in its sole discretion, that be exercised within thirty [15] days from the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those submission of Tenant, as determined by comparison 's request) to the financial strength, operating history and prior experience of Tenant either as of the date of cancel this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date stated in the proposed sublease or assignment. If Landlord does not exercise its option within the time set forth above, its consent to any proposed assignment or sublease shall not be unreasonably withheld. The sale or transfer of any more than fifty percent (50%) or more of the stock in Tenant whether in one or more transactions which in the aggregate total such Assignment is equal to or greater than fifty percent (50%) shall be deemed an assignment hereunder and shall require Landlord's prior written consent. Notwithstanding anything in this Article 21 to the net worth of contrary, Tenant shall have the right to assign this Lease to its parent corporation or to any subsidiary or Affiliated Corporation. An Affiliated Corporation is defined as a corporation which directly or indirectly owns at least fifty percent (x50%) interest in Tenant or in which Tenant owns at lease fifty percent (50%), provided that Tenant shall delivery to Landlord within ten (10) days after the date of such assignment, an executed copy of the execution assignment wherein such parent corporation, subsidiary, affiliated corporation, or the corporation which directly or indirectly owns fifty percent (50%) interest in Tenant or in which Tenant owns at least a fifty percent (50%) interest, assumes for the benefit of Landlord of all the obligation of Tenant under this Lease and further provided that any such assignment shall not relieve Tenant from liability for the payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms, conditions, and covenants of this Lease Lease. In the event such parent, subsidiary, or affiliated corporation or the corporation which directly or indirect owns at lest fifty percent (y50%) interest in Tenant or in which Tenant owns at least a fifty percent (50%) interest shall at any time after the commencement date of any such Assignmentassignment no longer be a parent, whichever is greater. At any time within thirty subsidiary, or affiliated corporation or the corporation which directly or indirectly owns at least a fifty percent (3050%) days after Landlord’s receipt interest in Tenant or in which Tenant owns at least a fifty percent (50%) interest, then such an event shall constitute an assignment for the purposes hereof and shall be subject to the provisions of the notice and the additional information requested by Landlord and specified in this Section. Notwithstanding anything herein to the contrary, Landlord may, by written notice to agrees that any of Tenant, elect one of the following's subsidiaries or affiliates, as selected by Landlord in its sole discretion: (i) consent to the Assignmentdefined herein, including without limitation, Design Circuits, Inc., may take occupancy of all or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but any of Premises and such use shall not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises be considered an assignment or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionsubletting hereunder.

Landlord’s Consent. 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 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 any time Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice shall containit shal1 be reasonable for Landlord to withhold its consent where: (i) the name proposed assignee or subtenant is a prospective tenant of the Office Park with whom Landlord, within the immediately prior four (4) months, has had written correspondence (such as the issuance of a letter of intent or written proposal of lease terms or the receipt by Landlord of a request for proposal) regarding the leasing of 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 Office Park and Landlord has adequate available space to meet that tenant’s expansion requirement; (ii) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness, subtenant or occupant (collectively “Assignee”); (iiiii) Landlord reasonably determines that the nature character of the business that would be conducted by the proposed Assignee seeks to conduct in assignee or subtenant at the Leased Premises; (iii) a copy , or the manner of conducting such business, would be inconsistent with the character of the sublease, assignment or other document that creates the proposed AssignmentBuilding as a first-class office building; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assigneeassignee 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 any easement, covenant, condition or restriction, or other agreement affecting the Real Property or the Office Park; (vi) the assignment or subletting would result in a violation of the use provisions set forth in Paragraph 8.a. Tenant further acknowledges above; or (vii) Landlord reasonably determines that the use of the Leased Premises shall proposed assignee may be limited unable to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially perform all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of obligations under this Lease or (y) the commencement date proposed subtenant may be unable to perform all of any such Assignment, whichever is greaterits obligations under the proposed sublease. At any time within thirty (30) days after Landlord’s receipt foregoing rights and options shall continue throughout the entire term of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Tenant desires at any time Landlord does not exercise its Right ------------------ to enter into terminate pursuant to Paragraph 24.2(b) within thirty (30) days after receipt of Tenant's notice or if a proposed sublease is not subject to the provisions of Paragraph 24.2(b), Landlord shall not unreasonably withhold or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant's notice fails to state that it constitutes an Assignment offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this LeaseParagraph 24.2, and Landlord may withhold its consent to any other usethe proposed assignment or subletting in Landlord's absolute discretion. Without otherwise limiting the criteria upon which Landlord may also withhold its consent to any proposed Assignee assignment or sublease, if Landlord believes, withholds its consent where Tenant is in its sole discretion, that default at the financial strength, operating history or prior experience time of the proposed Assignee are not as strong as those giving of Tenant's notice or at any time thereafter, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and where the net worth of such assignee, as the proposed assignee or subtenant (according to generally accepted accounting principles) is less than the greater of (i) the commencement date net worth of any such Assignment is equal Tenant immediately prior to the assignment or greater than sublease (ii) or the net worth of Tenant at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. Fifty percent (x50%) the date of any and all rent paid by an assignee or subtenant in excess of the execution Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant's deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys' fees, and the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or (y) in the commencement date of any such AssignmentPremises, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consentincluding, but not later than the expiration of such ninety limited to key money, bonus money, and payments (90) days, enter into such Assignment in excess of the Leased Premises fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or portion thereofother equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, upon and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the terms provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and conditions set forth in Tenant shall remain jointly and severally liable with the notice furnished by Tenant to Landlord pursuant to this Sectionassignee or subtenant.

Landlord’s Consent. If Tenant desires at any time Subject to enter into an Assignment the terms and conditions of this LeaseAgreement, Tenant and upon receipt of One Thousand and 00/100 Dollars ($1,000.00) from Assignor as a processing fee to Landlord, Landlord hereby consents to the transfer and assignment of Assignor’s right, title and interest in and to the Lease to Assignee. Notwithstanding anything to the contrary contained in this Agreement, effective retroactively and from and after the Assignment Date, Assignor is hereby released from any and all obligations and liabilities first arising under the Lease from and after the Assignment Date; provided, however, nothing contained herein shall first give written notice be construed as releasing Assignor from liability for the breach of any agreement, representation or warranty of Assignor under this Agreement. Assignee hereby assumes any and all of Assignor’s obligations on and prior to the Assignment Date, and Assignee covenants and agrees to be fully liable for the payment of the rent and other sums which are due and payable under the Lease and for the performance and discharge of all covenants, obligations and undertakings of the Lease to be kept and performed by the tenant thereunder regardless of when such covenants, obligations and undertakings occurred or will occur. Notwithstanding anything contained herein to the contrary, Landlord specifically reserves unto itself (and Assignee consents to the same) the right to pursue any claim against Assignee for an existing breach of the Lease by Assignor and/or P3 Dunwoody which is not actually known to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignmenthereof, as selected by Landlord. The failure or inability well as the right to enforce any obligations of the Assignee to pay Tenant pursuant Assignor and/or P3 Dunwoody arising prior to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionDate.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give not, without the prior written notice to Landlord consent of its desire to do so, which notice shall containLandlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the name Leased Premises, or any part thereof, whether voluntarily or by operation of the proposed assignee, subtenant law; or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that permit the use of the Leased Premises by any person other than Tenant and its employees and contractors; or (iii) sell or transfer greater than twenty-five percent (25%), in the aggregate, of the ownership interest of Tenant. Any such assignment, sublease, transfer or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall be limited void and of no effect. Landlord's consent to the uses described in this Lease, and Landlord may any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord's consent to any Transfer or acceptance of Base Rent or Additional Rent from any party other usethan Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may also withhold require as a condition to its consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date assignment of this Lease or as that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. If Landlord consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of the date net amount of all rent and other consideration received by Tenant in excess of the proposed AssignmentBase Rent, as selected Electricity Rent and Additional Rent, paid by Landlord. The failure or inability Tenant for the portion of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s Leased Premises so transferred after deducting all reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee such Transfer for legal and brokerage fees and the net worth of such assignee, as of the commencement date cost of any leasehold improvements or other allowances actually paid which are made in connection with such Assignment is equal Transfer. In addition, Tenant shall pay to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of Landlord any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice reasonable attorneys' fees and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected expenses incurred by Landlord in its sole discretion: (i) consent to the Assignmentconnection with any proposed Transfer, whether or (ii) disapprove the Assignment. If not Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionTransfer.

Landlord’s Consent. If Tenant desires at In the event Landlord consents to any time to enter into an Assignment assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this LeaseArticle 14 and the same shall apply to each successive assignment of this Lease or subletting of the Premises (or portion of the Premises), if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall first give be joint and several with the assignee(s)), or relieve Tenant of any of its obligations hereunder without an express written notice release being given by Landlord. In the event that Landlord shall consent to an assignment or subletting under this Article 14, such assignment or subletting shall not be effective until the assignee or sublessee shall execute, acknowledge and deliver to Landlord of its desire an agreement, in form and substance satisfactory to do soLandlord, which notice whereby assignee or sublessee shall contain: (i) the name assume all of the proposed assignee, subtenant obligations of this Lease on the part of Tenant to be performed or occupant (collectively “Assignee”); (ii) observed and whereby the nature of the business assignee or sublessee shall agree that the proposed Assignee seeks to conduct provisions contained in the Leased Premises; (iii) a copy of the subleasethis Lease shall, notwithstanding such assignment or other document that creates the proposed Assignment; subletting, continue to be binding upon it with respect to all future assignments and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assigneesublettings. Tenant further acknowledges that the use of the Leased Premises Such assignment or sublease agreement shall be limited duly executed and a fully executed copy thereof shall be delivered to the uses described in this LeaseLandlord, and Landlord may withhold its collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the necessity of consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believessuch assignment or subletting, in its sole discretion, that nor shall such collection constitute a recognition of such assignee or sublessee as the financial strength, operating history Tenant hereunder or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience a release of Tenant either as from the performance of the date all of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionhereunder.

Landlord’s Consent. Except as otherwise specifically provided herein, whenever in this Sublease, Sublessee is required to obtain Sublessor's consent or approval, Sublessee understands that Sublessor may be required by the terms of the Prime Lease to first obtain the consent or approval of Landlord. If Tenant desires at Landlord should refuse such consent or approval and if such consent is required under the Prime Lease, Sublessor shall be released of any time obligation to enter into an Assignment grant its consent or approval whether or not Landlords’ refusal, in Sublessee's opinion is arbitrary or unreasonable or improper under the Prime Lease. Sublessee agrees that Sublessor shall not be required to dispute any determinations or other assertions or claims of Landlord regarding the obligations of Sublessor under the Prime Lease for which Sublessee is or may be responsible under the terms of this LeaseSublease. Should Sublessor elect not to dispute any such determinations, Tenant shall first give written notice assertions or claims by Landlord, Sublessor hereby grants Sublessee such right as Sublessor would have had to Landlord of dispute the same in its desire to do soown name, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Leasewithout Sublessor's consent, and Landlord may withhold the right to resolve such disputes to its consent to own satisfaction, provided that Sublessee shall bear any other use. Landlord may also withhold consent to and all costs and expenses of any proposed Assignee if Landlord believessuch dispute and/or settlement and shall indemnify, in its sole discretiondefend and hold Sublessor harmless from and against all liability, that the financial strengthloss, operating history damage or prior experience of the proposed Assignee are not as strong as those of Tenantexpense, as determined by comparison to the financial strengthincluding, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignmentwithout limitation, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees fees, which Sublessor shall suffer or incur by reason of such action and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord provided further that Sublessor shall not be bound without its consent (not to be unreasonably withhold consent withheld) by any settlement, agreement or resolution reached by Sublessee and Landlord in regard to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignmentdispute, or (ii) disapprove the Assignment. If Landlord consents to the Assignmentby any decree, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises judgment or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionpenalty resulting therefrom.

Landlord’s Consent. 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 16. Except upon Landlord's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 16 (b), below) be unreasonably withheld, delayed or conditioned, 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"). 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 any time Landlord's option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment terminate this Lease and to exercise all other remedies provided in Paragraph 27 of this Lease. In the event of an assignment or subletting, Tenant shall other than to an Affiliate (as defined below) any renewal options, expansion options, rights of first give written notice refusal, rights of first negotiation or any other rights or options pertaining to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct additional space in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described 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 Landlord options are personal to the original Tenant named herein and may withhold its consent not be transferred. In no event shall Tenant assign this Lease or sublet the Premises or any portion thereof to any other usethen, 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 may also withhold consent consents to the proposed transfer. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history number of separate transactions) of fifty percent (50%) or prior experience more of the proposed Assignee are not as strong as those beneficial ownership interest of Tenant, as determined by comparison to the financial strength, operating history and prior experience voting stock of Tenant either issued and outstanding as of the date of this Lease hereof or as of the date of the proposed Assignmentpartnership interests in Tenant, as selected by the case may be, shall constitute an assignment for which Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way 's consent is required as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. this Paragraph 16; provided, however, that if Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation is a publicly traded corporation, transfers of any request for consent to Tenant's stock through a nationally recognized stock exchange, including an Assignment. Notwithstanding the precedinginitial public offering of Tenant's stock, Landlord shall not unreasonably withhold consent 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 with Tenant, or to any corporation or other entity resulting from a proposed Assignment merger, reorganization or consolidation with Tenant, or to any person or entity which acquires a controlling interest in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant Tenant's stock or of substantially all of Tenant’s the assets by the proposed assignee and the net worth of such assigneeTenant as a going concern (collectively, an "Affiliate"), provided that, as to an assignment to an Affiliate, the Affiliate assumes in writing all of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of Tenant's remaining obligations under this Lease or (y) and that Tenant gives Landlord such reasonable information as Landlord shall reasonably request regarding the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionAffiliate.

Landlord’s Consent. If The terms and conditions in this Lease were offered solely to Tenant desires at as an inducement to lease the Premises for its use or the use by any time of its subsidiaries or affiliates, as permitted under the terms of Section 2.1. Landlord would not necessarily lease the Premises to enter into an Assignment another tenant on such favorable terms and conditions, it being understood that Landlord is specifically relying on the identity of Tenant in agreeing to the terms and conditions in this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use lease terms and conditions are for Tenant's benefit only so long as Tenant, or any of its subsidiaries or affiliates, operates the Leased Premises shall be limited to the uses described in business allowed by this Lease, and Landlord may withhold its consent to that Tenant is not entering into this Lease for any other usepurpose, such as the recognition of a leasehold value that it could later sell. Landlord may also withhold consent to It is understood and agreed that any proposed Assignee if Landlord believesvalue, in its sole discretion, that upon the financial strength, operating history or prior experience early termination of Tenant's occupancy of the proposed Assignee are not as strong as those of TenantPremises, as determined shall revert to Landlord, either by comparison to the financial strength, operating history and prior experience of Tenant either as of the date termination of this Lease or as a condition of assignment or subletting, as provided in this Section. But for these reasons, Landlord would not enter into this Lease. Therefore, Tenant shall not voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, (a) sublet all or any part of the date of Premises or allow it to be sublet, occupied, or used by any person or entity other than Tenant; (b) assign Tenant's interest in this Lease; (c) mortgage or encumber the proposed AssignmentLease, or otherwise use the Lease as selected by Landlord. The failure a security device in any manner; or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not (d) amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment modify an assignment, sublease, or other transfer that has been previously approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingforegoing, Landlord shall not unreasonably withhold Tenant may without the consent of Landlord, but following at least fifteen (15) days advance written notice, assign this Lease to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition subsidiary of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assigneeaffiliate under common ownership with Tenant provided, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at however, that (x) the date of the execution of no such assignment shall result in Tenant being released or discharged from any obligation or liability under this Lease or Lease, (y) the commencement date proposed Assignee agrees in writing to be bound by all of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth of this Lease in an instrument reasonably acceptable to Landlord, and (z) the notice furnished use proposed by Tenant the proposed Assignee is a permitted use under this Lease. Any action taken or proposed to Landlord be taken pursuant to this SectionSection shall be collectively referred to as an "Assignment," and any third party succeeding to all or a portion of Tenant's interest under this Lease or proposed to succeed to all or a portion of Tenant's interest under this Lease shall be referred to as an Assignee.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this LeaseExcept for the “Tenant’s Work” (as defined in Exhibit E), Tenant will not make any alterations, installations, changes, replacements, additions or improvements, structural or otherwise (collectively, “Alterations”) in or to the Demised Premises or any part thereof, without the prior written consent of Landlord, except that the consent of Landlord shall first give not be required for any Alteration to the Demised Premises which is purely cosmetic or decorative (and does not affect any element of the Building structure or systems), is not visible from the exterior of the Demised Premises, does not require a building permit or other governmental approval for performance of same and costs less than Seventy-Five Thousand Dollars ($75,000.00) to perform ("Permitted Alterations") (but Tenant shall be required to provide Landlord at least ten (10) days’ notice prior to commencing any Permitted Alterations). Notwithstanding the foregoing, Landlord's consent shall not be unreasonably withheld, conditioned or delayed to any Alteration to the Demised Premises (excluding any Permitted Alterations with respect to which Landlord’s prior written notice to Landlord of its desire to do soconsent shall not be required), which notice shall contain: unless the proposed Alterations may (i) affect the name structure or safety of the proposed assignee, subtenant or occupant (collectively “Assignee”)Building; (ii) adversely affect the nature of Building structure and systems or the business that the proposed Assignee seeks to conduct in the Leased Premisesfunctioning thereof; (iii) a copy interfere with the operation of the subleaseBuilding or the provision of services or utilities to other tenants in the Building; or (iv) be of a type or quality which is not consistent with the type or quality of alterations customarily made to office spaces in comparable buildings in the Rockville submarket. All Alterations made to, assignment or installed by or for Tenant in, the Demised Premises shall be and remain Landlord’s property (excluding Tenant’s furniture, personal property and moveable trade fixtures) and shall not be removed without Landlord’s written consent. Any construction up-gradings required by any governmental authority as a result of said Alterations, either in the Demised Premises or in any other document part of the Building, will be paid for by Tenant. Tenant shall not install any equipment of any nature whatsoever which may affect the insurance rating of the Building, the structure of the Building, or which may necessitate any changes, replacements or additions to the water system, plumbing system, heating system, air-conditioning system or the electrical system of the Demised Premises, without the prior written consent of Landlord. In the event that creates Landlord grants its consent thereto, Tenant shall pay all costs to make such changes, replacements or additions. Any approved Alterations shall be made by licensed and bonded contractors and mechanics approved by Landlord, in accordance with (i) Laws, (ii) the proposed Assignment; building code and zoning regulations of any such authority, (iii) plans and specifications that have been approved by Landlord in writing, and (iv) such financial information, operating histories any rules and statements of prior experience as Landlord may reasonably request concerning regulations established from time to time by the proposed Assignee. Tenant further acknowledges that the use Underwriters Association of the Leased Premises local area. Prior to commencing construction of any approved Alterations, Tenant shall be limited obtain any necessary building permits and shall deliver copies of such permits to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees shall pay to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assigneeupon ten (10) business days notice, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such AssignmentAdditional Rent, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent a fee to cover Landlord’s administrative and out-of-pocket costs of reviewing the Assignmentproposed Alterations, or and (ii) disapprove the Assignment. If Landlord consents a fee to the Assignment, Tenant may thereafter, within ninety (90) days after cover Landlord’s consent, but not later than administrative and out-of-pocket costs of supervising the expiration performance of such ninety Alterations, which fee shall not exceed one percent (901%) days, enter into such Assignment of the Leased Premises or portion thereof, upon hard costs of the terms and conditions set forth Alterations in the notice furnished by Tenant to Landlord pursuant to this Sectionaggregate.

Landlord’s Consent. If Tenant desires at (a) Txxxxx's request for consent to any time transfer described in Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to enter into an Assignment of this Leasewithhold consent, Tenant shall first give written notice if reasonable, or to Landlord of its desire to do sogrant consent, which notice shall containbased on the following factors: (i) the name business of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”)and the proposed use of the Property; (ii) the nature net worth and financial reputation of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee or subtenant; (iii) a copy Tenant's compliance with all of its obligations under the sublease, assignment or other document that creates the proposed AssignmentLease; and (iv) such financial information, operating histories and statements of prior experience other factors as Landlord may reasonably request concerning deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed Assignee. assignee, Tenant further acknowledges that the use may nonetheless sublease (but not assign), all or a portion of the Leased Premises Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or sublease, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Txxxxx, unless Lxxxxxxx gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be limited paid by the assignee or subtenant to Landlord directly. The "Profit" means, with respect to any assignment of sublease to a party who is "not a Tenant" Affiliate, (A) all amounts paid to Tenant for such assignment of sublease, including "key" money, monthly rent in excess of the uses described in this monthly rent payable under the Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ all fees and other third party consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and administrative costs expenses directly incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee execution and the net worth performance of such assignee, assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such 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. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Property within thirty (30) days after Landlord’s receipt the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of the notice and the additional information requested by Landlord and specified in this Sectionsuch statement. Landlord may, by On written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignmentrequest, Tenant may thereaftershall promptly furnish to Landlord copies of all the transaction documentation, within ninety (90) days after Landlord’s consent, but not later than the expiration all of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished which shall be certified by Tenant to Landlord pursuant be complete, true and correct. Lxxxxxxx's receipt of Landlord's Share shall not be a consent to any further assignment or subletting. The breach of Tenant's obligation under this SectionParagraph 9.05(b) shall be a material default of the Lease. Section 9.06.

Landlord’s Consent. If Tenant desires at (a) Xxxxxx's request for consent to any time to enter into an Assignment such sublease, assignment or other transfer shall set forth in writing the details of this Leasethe proposed sublease, assignment or other transfer, including the name, business and financial condition of the prospective transferee (including copies of current financial statements of the prospective transferee), financial details of the proposed 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 Landlord reasonably may request. Tenant shall first give written notice reimburse Landlord for all expenses, including reasonable attorneys' fees in accordance with Section 12.02 below, incurred in connection with any proposed assignment or subletting hereunder. Landlord and Tenant hereby agree that, in determining whether to grant or withhold consent to such proposed sublease, assignment or other transfer, Landlord of its desire to do somay consider, without limitation, the following factors, which notice shall containLandlord and Tenant acknowledge and agree are reasonable: (i) the name business of the proposed assignee, subtenant sublessee or occupant (collectively “Assignee”)transferee and the proposed use of the Property; (ii) the nature financial strength and the business reputation of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee, 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 copy court of the competent jurisdiction determines that Landlord unreasonably withheld consent to a proposed sublease, assignment or other document that creates the proposed Assignment; transfer by Xxxxxx, then Xxxxxx's sole and (iv) exclusive remedy for such financial information, operating histories and statements of prior experience as breach by Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in termination of this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either Lease as of the date of this Lease or as such court determination, and Tenant hereby expressly waives the right to recover any monetary damages of the date of the proposed Assignmentwhatever kind for such breach, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant except to the Assignment will not relieve Tenant from its obligations to Landlord extent permitted under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution Section 12.01 of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.Lease

Landlord’s Consent. If Tenant desires at shall not make any time alterations, additions or improvements (collectively, “Alterations”) in or to enter into an Assignment the Premises or make changes to locks on doors or add, disturb or in any way change any plumbing or wiring without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld provided that the Alterations do not affect the Building’s structure, safety, systems or aesthetics or cause the release of Hazardous Substances. Notwithstanding the foregoing, Landlord’s consent shall not be required for interior, non-structural Alterations and cosmetic and decorative work (such as painting or wall covering) costing less than $15,000 in the aggregate over a six month period, provided that such Alterations, cosmetic or decorative work do not adversely affect utility services or plumbing or electrical lines or other systems of the Building, and shall be performed in accordance with the provisions of this Lease. Simultaneously with its requests for Landlord’s written consent to proposed Alterations, Tenant shall first give written notice may request, in writing, that Landlord determine whether Landlord will require Tenant to Landlord remove such proposed Alterations (and repair any damage caused by such removal) at the expiration or earlier termination of its desire to do sothe Term, which notice determination shall contain: (i) be made in the name reasonable discretion of Landlord, provided, however, that Landlord’s decision to require Tenant to remove any such proposed Alteration at the expiration or earlier termination of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that Term shall in any event be deemed reasonable if the proposed Assignee seeks Alteration(s) are for non-standard office installations (e.g. high density filing, internal stairways, reinforced flooring, etc.). Landlord’s failure to conduct advise Tenant in writing regarding the Leased Premises; (iii) a copy removal of any approved Alterations at the sublease, assignment expiration or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date earlier termination of this Lease or as shall be deemed a denial of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for LandlordTenant’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent not to an Assignmentremove such Alteration at the end of the term. Notwithstanding the preceding, Landlord Tenant shall not unreasonably withhold consent be required to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as remove any of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord initial improvements constructed pursuant to this SectionSection 30 hereof.

Landlord’s Consent. If Tenant desires Landlord consents and agrees to the foregoing Agreement, which was entered into at Landlord’s request. The foregoing Agreement shall not alter, waive or diminish any time of Landlord’s obligations under the Mortgage or the Lease. The above Agreement discharges any obligations of Mortgagee under the Mortgage and related loan documents to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assigneenondisturbance agreement with Tenant. Tenant further acknowledges is hereby authorized to pay its rent and all other sums due under the Lease directly to Mortgagee upon receipt of a notice as set forth in Section 4.8 above from Mortgagee and that Tenant is not obligated to inquire as to whether a default actually exists under the use of the Leased Premises shall be limited Mortgage. Landlord is not a party to the uses described in this Leaseabove Agreement. LANDLORD: 000 XXXXX XXXXXX LLC Name: Title: Dated: , 20 [Subordination, Nondisturbance and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Attornment – Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with Consent] COMMONWEALTH OF MASSACHUSETTS , ss. On this day of , 2015, before me, the processing and documentation of any request for consent to an Assignment. Notwithstanding the precedingundersigned notary public, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assigneepersonally appeared , as of 000 Xxxxx Xxxxxx LLC, proved to me through satisfactory evidence of identification, which was personal knowledge, to be the commencement date person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose. Notary Public My commission expires: [Subordination, Nondisturbance and Attornment – Notary Page] SCHEDULE A Description of Landlord’s Premises Schedule A EXHIBIT I FORM OF LETTER OF CREDIT BENEFICIARY: 000 Xxxxx Xxxxxx, LLC c/o Pembroke Real Estate, Inc. 000 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Chief Financial Officer ISSUANCE DATE: , IRREVOCABLE STANDBY LETTER OF CREDIT NO. ACCOUNTEE/APPLICANT: MAXIMUM/AGGREGATE CREDIT AMOUNT: USD $ GENTLEMEN: We hereby establish our unconditional irrevocable letter of credit in your favor for account of the applicant up to an aggregate amount not to exceed and 00/100 US Dollars ($ ) available by your draft(s) drawn on ourselves at sight, accompanied by: Your statement, signed by a purportedly authorized officer/official certifying that the Beneficiary is entitled to draw upon this Letter of Credit (in the amount of the draft submitted herewith) pursuant to Article 12 of the lease (the “Lease”) dated , 201 by and between 000 Xxxxx Xxxxxx, L.L.C., as Landlord, and , as Tenant, relating to premises at 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx. Draft(s) must indicate name and issuing bank and credit number and must be presented at this office. You shall have the right to make partial draws against this Letter of Credit, in multiple draws which may be made by you from time to time, without additional charges. This Letter of Credit shall be assignable by you without additional charge. Except as otherwise expressly stated herein, this Letter of Credit is subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce International Standby Practices Publication No. 590 (1998 Revision). Except as expressly stated herein, this undertaking is not subject to any agreements, requirements or qualification. Our obligation under this Letter of Credit is our individual obligation and is in no way contingent upon reimbursement with respect thereto, or upon our ability to perfect any lien, security interest or any other reimbursement. This Letter of Credit shall expire at our office on , (the “Stated Expiration Date”). It is a condition of this Letter of Credit that the Stated Expiration Date shall be deemed automatically extended without amendment for successive one (1) year periods from such Stated Expiration Date, unless at least sixty (60) days prior to such Stated Expiration Date (or any anniversary thereof) we shall notify you and the Accountee/Applicant in writing by registered mail (return receipt) that we elect not to consider this Letter of Credit extended for any such Assignment is equal to or greater than additional one (1) year period. We engage with you that all drafts drawn under and in compliance with the net worth of Tenant at (x) the date of the execution terms of this Lease or (y) the commencement date letter of any such Assignmentcredit will be duly honored on presentation to us. Very truly yours, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.Authorized Signatory

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this LeaseLandlord shall not unreasonably withhold, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant condition or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold delay its consent to any proposed Transfer on the terms specified in the Transfer Notice and Landlord shall provide or withhold consent to the Transfer within ten (10) business days after receipt of the Transfer Notice. If Landlord does not respond to Tenant in writing of its 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 the 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, 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 may also to withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history Transfer where one or prior experience more of the proposed Assignee are not as strong as those of Tenantfollowing apply, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way without limitation as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand other reasonable grounds for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s withholding consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.:

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, CONDITIONS. Tenant shall not make or permit to be made any alterations, additions, or improvements in or to the Premises ("ALTERATIONS") without first give obtaining the prior written notice to Landlord consent of its desire to do soLandlord, which notice will not be unreasonably withheld. Landlord's consent shall contain: be requested in writing not less than fifteen (i15) business days prior to the name scheduled and actual commencement of any work therein. All such Alterations (a) shall comply with all applicable Laws, (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 proposed assignee, subtenant Building or occupant (collectively “Assignee”)the Project by any other tenant or their invitees; (iid) shall not be visible from the nature exterior of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment Building or other document that creates the proposed Assignmentfrom any Common Areas; and (ive) shall not affect the integrity of the structural portions of the Building. In addition, Landlord may impose as a condition to such financial information, operating histories and statements of prior experience consent such additional requirements as Landlord may reasonably request concerning in its reasonable 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 Assignee. Tenant further acknowledges that the use Alterations; (B) Landlord's prior written approval of the Leased Premises shall time or times when the Alterations are to be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or performed; (C) Landlord's prior experience written approval of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history contractors and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant subcontractors performing work in connection with the acquisition Alterations; (D) Tenant's receipt of Tenant or all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of substantially the Alterations; (E) Tenant's written notice of whether the Alterations include the Handling of any Hazardous 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 assets by the proposed assignee and the net worth of such assignee's Alterations, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consentincluding, but not later limited to, costs incurred in reviewing the plans and specifications for, and the progress of, the Alterations; 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, 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 Alteration requested or effected by Tenant (other than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord Improvements constructed pursuant to this SectionExhibit C or the initial improvement of any Expansion Space) shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements (at Tenant's sole cost and expense) or require such performance directly by Tenant.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) 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 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 any time Landlord's option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment of terminate this Lease, Tenant shall first give written notice Lease and to exercise all other remedies available to Landlord of under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its desire consent to do soan assignment or sublease, which notice it shall containbe reasonable for Landlord to withhold its consent where: (i) the name 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 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 is a current tenant of the 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) Landlord determines in good faith 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; (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 occupant (collectively “Assignee”)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 nature transfer of outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within the meaning of the business that Securities Exchange Act of 1934, as amended, through the proposed Assignee seeks "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 conduct the employee stock option plan of the Tenant originally named herein (the "ESOP") or among participants in the Leased PremisesESOP be considered a change in Control so long such transfer(s) do not result in a person or entity other than the person or entity, if any, that currently Controls Tenant, obtaining Control of Tenant; (iii) a copy reduction of Tenant's assets to the sublease, assignment or other document point that creates the proposed Assignmentthis Lease is substantially Tenant's only asset; and (iv) such financial information, operating histories and statements a change or conversion in the form of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those entity of Tenant, as determined by comparison to any subtenant or assignee, or any entity controlling any of them, which has the financial strength, operating history and prior experience effect of Tenant either as limiting the liability of any of the date partners, members or other owners of this Lease such entity; or as of (v) the date of the proposed Assignment, as selected agreement by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of to assume, take over, or reimburse Tenant for, any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.'s 16

Landlord’s Consent. Tenant shall not, either voluntarily or by operation of law, sell, assign or transfer this Lease or sublet the Premises or any part thereof, or assign any right to use the Premises or any part thereof (each a “Transfer”) without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so without such prior written consent shall be void and, at Landlord’s option, shall terminate this Lease. If Tenant desires at requests Landlord’s consent to any time to enter into an Assignment of this LeaseTransfer, Tenant shall first give written notice to promptly provide Landlord with a copy of the proposed agreement between Tenant and its desire to do soproposed transferee, which notice shall contain: 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) the name is reasonably unsatisfactory to Landlord as to credit, net worth, character and business or professional standing, (ii) is a person or entity whose possession of the proposed assigneePremises would be inconsistent with Landlord’s commitments with other tenants or with the mix of uses Landlord desires at the Property, subtenant or occupant (collectively “Assignee”)iii) will not occupy the Premises for the use authorized under this Lease. Landlord’s consent to any such Transfer shall in no event release Tenant from its liabilities or obligations hereunder nor relieve Tenant from the requirement of obtaining Landlord’s prior written consent to any further Transfer. Landlord’s acceptance of rent from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or a consent to any Transfer. Tenant shall be permitted to transfer this Lease or to sublet the Premises without Landlord’s consent to (i) an entity controlling, controlled by or under common control with Tenant; (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; connection with a merger or consolidation or (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition sale of Tenant all or of substantially all of Tenant’s assets by stock or assets, provided that the proposed assignee and the transferee in such Permitted Transfer has a financial net worth at the time of such assignee, as of the commencement date of any such Assignment is transfer equal to or greater than the Tenant’s net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater“Permitted Transfer”). At any time Tenant shall notify Landlord within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of any such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.Permitted Transfer

Landlord’s Consent. If Tenant desires at any time Landlord does not exercise the right set forth in Section 11.2.2 above within thirty (30) days after receipt of Tenant's notice or if a proposed sublease is not subject to enter into an Assignment the provisions of this LeaseSection 11.2.2 above, Tenant Landlord shall first give written notice not unreasonably withhold its consent to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates subletting, on the proposed Assignment; terms and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning conditions specified in said notice. Without otherwise limiting the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and criteria upon which Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee assignment or sublease, if Landlord believes, withholds its consent where Tenant is in its sole discretion, that default at the financial strength, operating history or prior experience time of the proposed Assignee are not as strong as those giving of Tenant's notice or at any time thereafter, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and where the net worth of such assignee, as of the commencement date of any such Assignment proposed assignee or subtenant (according to generally accepted accounting principles) is equal to or greater less than the net worth of Tenant at (x) the date time this Lease is executed, such withholding of consent shall be presumptively reasonable. Any and all rent to be paid by an assignee or subtenant, including, but not limited to, any rent in excess of the execution Rentals to be paid under this Lease (prorated in the event that a sublease or less than the entire Premises) ("Excess Rent"), shall be paid by Tenant directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Article 11, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or (y) in the commencement date of any such AssignmentPremises, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consentincluding, but not later than the expiration of such ninety limited to, key money, bonus money and payments (90) days, enter into such Assignment in excess of the Leased Premises fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles and any capital stock or portion thereofother equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Article 11 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, upon Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and Tenant shall remain jointly and severally liable with the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionassignee or subtenant.

Landlord’s Consent. If Tenant desires at Tenant's request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any time proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to enter into an Assignment of this Leasewithhold consent, Tenant shall first give written notice reasonably exercised, or to Landlord of its desire to do sogrant consent, which notice shall containbased on the following factors: (i) the name business of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”)and the proposed use of the Premises; (ii) the nature net worth and financial condition of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee or subtenant; (iii) a copy Tenant's compliance with all of the sublease, assignment or other document that creates the proposed Assignmentits obligations under this Lease; and (iv) such financial information, operating histories and statements of prior experience other factors as Landlord may reasonably request concerning deem relevant. If Tenant shall assign or sublease, the proposed Assignee. following shall apply: Tenant further acknowledges that the use shall pay to Landlord as Additional Rent fifty percent (50%) of the Leased Premises Proceeds (defined below) on such transaction (such amount being Landlord's share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignee or subtenant that Landlord's Share shall be limited to paid by the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history assignee or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations subtenant to Landlord under this subsectiondirectly. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ Proceeds shall mean (a) all rent and all fees and other third party consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements less (b) the rent and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment other sums payable under this Lease (in the event such Assignment is proposed case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee execution and the net worth performance of such assignee, as assignment or sublease for reasonable real estate broker's commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord's Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s receipt 's request, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the notice transaction documentation, all of which shall be certified by Tenant to be complete, true and the additional information requested by correct. Tenant shall promptly reimburse Landlord for all reasonable legal costs and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected expenses incurred by Landlord in its sole discretion: (i) consent to the Assignment, connection with a request for a sublease or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration assignment of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. 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 16. Except upon Landlord's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 16 (b), below) be unreasonably withheld, delayed or conditioned, 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"). 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 any time Landlord's option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment 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 first give written notice 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 its desire to do so, which notice shall contain: a single transaction or any number of separate transactions) of fifty percent (i50%) the name or more of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature beneficial ownership interest of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience voting stock of Tenant either issued and outstanding as of the date of this Lease hereof or as of the date of the proposed Assignmentpartnership interests in Tenant, as selected by the case may be, shall not constitute an assignment for which Landlord's consent is required as provided in this Paragraph 16. The failure or inability provided, however, that if Tenant is a publicly traded corporation, transfers of the Assignee to pay Tenant pursuant to the Assignment will Tenant's stock through a nationally recognized stock exchange, including an initial public offering of Tenant's stock, shall not relieve Tenant from its obligations to Landlord under this subsectionconstitute an assignment requiring Landlord's consent in addition. Tenant will not amend the Assignment 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 with Tenant, or to any corporation or other entity resulting from a merger, reorganization or consolidation with Tenant, or to any person or entity which acquires a controlling interest in such a way as to reduce Tenant's stock or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s the assets by the proposed assignee and the net worth of such assigneeTenant as a going concern (collectively, an "AFFILIATE"), provided that, as to an assignment to an Affiliate, the Affiliate assumes in writing all of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of Tenant's remaining obligations under this Lease or (y) and that Tenant gives Landlord such reasonable information as Landlord shall reasonably request regarding the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionAffiliate.

Landlord’s Consent. If Tenant desires at any time requests Landlord's consent to enter into an Assignment assignment of this LeaseLease or to a subletting of the whole or any part of the Demised Premises, Tenant shall first give written notice submit to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, assignee or subtenant or occupant (collectively “Assignee”); (ii) and such information as to the nature of the its business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the subleaseand its financial responsibility, assignment or other document that creates the proposed Assignment; capability and (iv) such financial information, operating histories and statements of prior experience status as Landlord may reasonably request concerning require, and amount of rent to be paid, and the effective date of the proposed Assigneeassignment or sublease. Upon receipt of such request and information from and/or about the Tenant's proposed assignee or subtenant, Landlord shall have the right, exercisable by notice within a reasonable period thereafter in writing to approve or disapprove of such proposed transaction or to cancel and terminate this Lease if the request is to assign this Lease or to sublet all of the Demised Premises, or if the request is to sublet a portion of the Demised Premises only, to cancel and terminate this Lease as to such portion. Such decision shall be binding upon the Tenant. No effective date of such proposed transaction shall be prior to the completion of the procedures set forth in this paragraph 13.3. Notwithstanding any approval by Landlord pursuant hereto, no such assignment or subletting shall, in any manner whatsoever, operate to or have the effect of releasing or discharging Tenant further acknowledges that from any obligation or performance required of Tenant under any provision of this Lease. If Landlord shall exercise such right Tenant shall surrender possession of the use entire Leased Premises or the portion which is the subject of the right, 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 shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment the Term. If this Lease shall be cancelled as to a portion of the Leased Premises or portion thereofonly, upon the terms and conditions set forth in base rent (together with any escalations therein) payable by the notice furnished by Tenant to Landlord pursuant to under this SectionLease shall be abated proportionately.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment The effectiveness of this LeaseSublease is expressly conditioned upon the Landlord providing its written consent hereto (“Landlord’s Consent”). Subtenant shall deliver (in any reasonably prompt manner not to exceed three (3) business days) to Sublandlord any information reasonably requested by Landlord in connection with Landlord’s approval of this Sublease, Tenant including without limitation with respect to the nature and operation of Subtenant’s business and/or the financial condition of Subtenant. In connection with requesting Landlord’s Consent, Sublandlord shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) have no liability to Subtenant in the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); event that Landlord does not give Landlord’s Consent and (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall not be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee required to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations any consideration to Landlord under this subsection. Tenant will not amend the Assignment in such a way as order to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for obtain Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction Consent or to commence a legal proceeding against Landlord, with the processing and documentation of Subtenant being obligated to pay any request for consent to an Assignment. Notwithstanding the preceding, consideration required by Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with evaluating whether or not it will grant Landlord’s Consent to this Sublease. Notwithstanding anything contained in this Sublease to the acquisition of Tenant or of substantially all of Tenantcontrary, if Landlord’s assets by the proposed assignee and the net worth of such assignee, as Consent is not obtained within sixty (60) days of the commencement date of any such Assignment is equal Effective Date, Subtenant and Sublandlord shall each have the right to or greater than the net worth of Tenant at (x) the date of the execution of terminate this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, Sublease by written notice to Tenant, elect one the other party (“Termination Notice”). Upon receipt of the followingTermination Notice by Sublandlord or Subtenant, this Sublease shall automatically be deemed null and void and of no further force or effect, and any Security Deposit paid by Subtenant to Sublandlord shall promptly be returned to Subtenant. In the event of any conflict between Section 16 or Section 21(a) of this Sublease and the terms of the Landlord’s Consent, as selected by Landlord in its sole discretion: (i) consent to the Assignmentbetween Sublandlord and Subtenant, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to of this SectionSublease shall control.

Landlord’s Consent. If Tenant desires at any time Landlord will not unreasonably withhold or delay its consent to enter into an Assignment Tenant’s assignment of this Lease, Tenant Lease or subletting the space leased hereunder. Landlord shall first give written notice not be deemed to Landlord have unreasonably withheld its consent to a sublease of all or part of the Premises or an assignment of this Lease if its desire to do so, which notice shall containconsent is withheld because: (ia) Tenant is then in default beyond any applicable grace period hereunder; (b) any notice of termination of this Lease or termination of Tenant’s possession shall have been given under Article 18 hereof; (c) the name portion of the Premises which Tenant proposes to sublease, including the means of ingress to and egress from and the proposed assigneeuse thereof, subtenant or occupant (collectively “Assignee”)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; (iid) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall by the subtenant or assignee does not conform with the uses permitted by this Lease; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be limited deleterious to the uses described in this Leasereputation of the Premises, and or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are and shall not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation be deemed exclusive of any request permitted reasons for reasonably withholding consent, whether similar to or dissimilar from the foregoing examples. Any consent to an Assignment. Notwithstanding the preceding, by Landlord shall not unreasonably withhold consent to a proposed Assignment assignment or sublease shall in the any event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent be subject to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration terms of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionSection 14.2 hereinabove.

Landlord’s Consent. If Tenant desires at any time Within twenty (20) days after receipt of Tenant's notice, Landlord shall not unreasonably withhold its consent to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates subletting, on the proposed Assignment; terms and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning conditions specified in said notice. Without otherwise limiting the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and criteria upon which Landlord may withhold its consent to any other use. proposed assignment or sublease, Landlord may also withhold its consent to any proposed Assignee if Landlord believes, where Tenant is in its sole discretion, that Default at the financial strength, operating history or prior experience time of the proposed Assignee are not as strong as those giving of Tenant's notice or at any time thereafter, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and where the net worth of such assigneethe proposed assignee or subtenant (according to generally accepted accounting principles) is in Landlord's sole discretion, insufficient to meet obligations under the Lease. Fifty (50%) percent of any rent in excess of the Rentals to be paid under this Lease shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the commencement date term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such Assignment is equal sums are related to or greater than the net worth of Tenant at (x) the date of the execution of Tenant's interest in this Lease or (y) in the commencement date of any such AssignmentPremises, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consentincluding, but not later than the expiration of such ninety limited to key money, bonus money, and payments (90) days, enter into such Assignment in excess of the Leased Premises fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or portion thereofother equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, upon and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the terms provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and conditions set forth in Tenant shall remain jointly and severally liable with the notice furnished by Tenant to Landlord pursuant to this Sectionassignee or subtenant.

Landlord’s Consent. 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 prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) 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 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 (which consent shall not, subject to Landlord's rights under Paragraph 13.d. below, be unreasonably withheld), 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 any time Landlord's option, be void and shall constitute an Event of Default entitling Landlord to enter into an Assignment 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, Tenant Landlord shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of place primary emphasis on the proposed assigneetransferee's reputation and creditworthiness, subtenant or occupant (collectively “Assignee”); (ii) the nature character of the business that to be conducted by the proposed Assignee seeks to conduct transferee at the subject premises and the effect of such assignment or subletting on the tenant mix in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Building. In no event shall Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited obligated to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignmentassignment 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). Notwithstanding the preceding, Landlord shall not unreasonably withhold consent be obligated to approve an assignment or subletting to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as current tenant of the commencement date of any such Assignment is equal to Building or greater than the net worth of Tenant at (x) the date a prospective tenant of the execution Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this SectionLease.

Landlord’s Consent. If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give advise Landlord, by written notice to Landlord ("Tenant Notice"), of its desire intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of Tenant's notice) to do so, which assign this Lease or to sublet any part or all of the Premises for any part of the Term. Tenant's notice shall contain: (i) state the name and address of the proposed subtenant or assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) and a true and complete copy of the proposed sublease or assignment and sufficient information to permit Landlord to determine the financial responsibility and character of the proposed subtenant 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, assignment or other document that creates including the means of ingress thereto and egress therefrom and the proposed Assignmentuse 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; and (ivd) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall by the subtenant or assignee does not conform with the use permitted by Article 5; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be limited deleterious to the uses described in this Leasereputation of the Building, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; (f) the sublessee's or assignee's business is likely to cause greater wear and tear to the Premises than occasioned by Tenant's use or (g) the proposed subtenant or assignee is a government or a government agency; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent -19- and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to any other useor dissimilar from to the foregoing examples. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history shall either approve or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to disapprove a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant assignment or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time sublease within thirty (30) days after Landlord’s receipt of the notice information and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth documents described in the notice furnished by Tenant to Landlord pursuant to second sentence of this SectionSection 13.04.

Landlord’s Consent. If Tenant desires at In the event Landlord consents to any time to enter into an Assignment assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this LeaseArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall first give written notice to Landlord be joint and several with the assignee), or relieve Tenant of any of its desire obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to do soan assignment or subletting under this Article XIV, which notice such assignment or subletting shall contain: (i) not be effective until the name assignee or sublessee shall assume all of the proposed assignee, subtenant obligations of this Lease on the part of Tenant to be performed or occupant (collectively “Assignee”); (ii) observed and whereby the nature of the business assignee or sublessee shall agree that the proposed Assignee seeks to conduct provisions contained in the Leased Premises; (iii) a copy of the subleasethis Lease shall, notwithstanding such assignment or other document that creates the proposed Assignment; subletting, continue to be binding upon it with respect to all future assignments and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assigneesublettings. Tenant further acknowledges that the use of the Leased Premises Such assignment or sublease agreement shall be limited duly executed and a fully executed copy thereof shall be delivered to the uses described in this LeaseLandlord, and Landlord may withhold its consent to any other usecollect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a recognition of such assignee or sublessee as the financial strength, operating history Tenant hereunder or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience a release of Tenant either as from the performance of the date all of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionhereunder.

Landlord’s Consent. If Required Except as provided in Section 11.02, Tenant desires at shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber all or any time part of Tenant’s interest in this Lease or in the Premises or any part thereof, without Landlord’s prior written consent; provided, however, Landlord shall not unreasonably withhold, condition or delay its consent to enter into an Assignment assignment of this Lease or a subletting of all or a portion of the Premises. Landlord shall respond in writing to Tenant’s request for consent hereunder in a timely manner and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Lease, . Tenant shall first give reimburse Landlord upon demand for Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not such consent is granted; provided, however, in no event shall such amount exceed $10,000. Section 11.02 Tenant Affiliates Tenant, without Landlord’s prior written consent, but upon not less than ten (10) business days prior written notice to Landlord Landlord, may assign this Lease, or sublet all or any portion of its desire the Premises, to do soany business entity which controls, is controlled by, or is under common control with Tenant, or to any business entity resulting from the merger or consolidation with Tenant, or to any person or entity which notice shall contain: acquires a controlling interest of Tenant’s stock if Tenant is no 35 longer a publicly traded company (“Affiliate”), provided that said assignee or subtenant (i) the name of the proposed assignee, subtenant has a net worth equal to or occupant (collectively “Assignee”); (ii) the nature of the business greater than that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease, and (ii) assumes, in full, the obligations of Tenant under this Lease or as arising from and after such assignment. Any portion of the date Premises which is assigned or sublet to an Affiliate of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will shall not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided be included in the Assignment approved by Landlordcalculation of subleased, assigned or transferred Rentable Area for the purposes of Section 11.06 and Section 17.26. Section 11.03 No Release of Tenant agrees to reimburse Landlord on demand for Regardless of whether or not Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent is required or obtained, no subletting or assignment (including, without limitation, to an Assignment. Notwithstanding the preceding, Landlord Affiliate) shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by release Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of obligations under this Lease or (y) alter the commencement date primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed consent to any subsequent assignment or subletting. In the event of any such Assignment, whichever is greater. At default in the payment of Rent or performance of any time within thirty (30) days after Landlord’s receipt obligation hereunder by any assignee or successor of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one Landlord may proceed directly against Tenant without the necessity of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, exhausting remedies against said assignee or (ii) disapprove the Assignmentsuccessor. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.Section 11.04

Landlord’s Consent. If Tenant desires at (a) Tenant's request for consent to any time to enter into an Assignment such sublease, assignment or other transfer shall set forth in writing the details of this Leasethe proposed sublease, assignment or other transfer, including the name, business and financial condition of the prospective transferee (including copies of current financial statements of the prospective transferee), financial details of the proposed 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 Landlord reasonably may request. Tenant shall first give written notice 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 its desire other transfer. Landlord and Tenant hereby agree that, in determining whether to do sogrant or withhold consent to such proposed sublease, assignment or other transfer, Landlord may consider, without limitation, the following factors, which notice shall containLandlord and Tenant acknowledge and agree are reasonable: (i) the name business of the proposed assignee, subtenant sublessee or occupant (collectively “Assignee”)transferee and the proposed use of the Property; (ii) the nature financial strength and the business reputation of the business that the proposed Assignee seeks to conduct in the Leased Premisesassignee, 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 copy court of the competent jurisdiction determines that Landlord unreasonably withheld consent to a proposed sublease, assignment or other document that creates the proposed Assignment; transfer by Tenant, then Tenant's sole and (iv) exclusive remedy for such financial information, operating histories and statements of prior experience as breach by Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in termination of this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either Lease as of the date of this Lease or as such court determination, and Tenant hereby expressly waives the right to recover any monetary damages of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in whatever kind for such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Sectionbreach.

Landlord’s Consent. If Tenant desires at This Sublease and the obligations of the parties hereunder are expressly conditioned upon Sublandlord’s obtaining prior written consent hereto by Landlord. Subtenant shall promptly deliver to Sublandlord any time to enter into an Assignment information reasonably requested by Landlord (in connection with their approval of this LeaseSublease) with respect to the nature and operation of Subtenant’s business and/or the financial condition of Subtenant. Sublandlord and Subtenant hereby agree, Tenant for the benefit of Landlord, that this Sublease and Landlord’s consent hereto shall first give written notice not (a) create privity of contract between Landlord and Subtenant, except to the extent expressly provided herein; (b) be deemed to have amended the Lease in any regard (unless Landlord of its desire shall have expressly agreed in writing to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”such amendment); or (iic) the nature be construed as a waiver of the business that the proposed Assignee seeks Landlord’s right to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold assignment of the Lease by Sublandlord or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history assignment by Subtenant of this Sublease or prior experience any sub-letting of the proposed Assignee are not as strong as those of TenantPremises or any part thereof. Landlord’s consent shall, as determined by comparison however, be deemed to evidence Landlord’s agreement that Subtenant may use the financial strength, operating history and prior experience of Tenant either as of Premises for the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided purpose set forth in the Assignment approved by LandlordLease. Tenant agrees If Landlord fails to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time Sublease within thirty (30) days after Landlord’s receipt the execution and delivery of this Sublease, either party shall have the notice and the additional information requested right to terminate this Sublease by Landlord and specified in this Section. Landlord may, by giving written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent thereof to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may other at any time thereafter, within ninety (90) days after Landlord’s but before Landlord grants such consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to this Section.