Common use of Landlord’s Consent Clause in Contracts

Landlord’s Consent. Tenant's request for consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000]).

Landlord’s Consent. Tenant's request Notwithstanding anything to the contrary herein, Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for consent withholding consent, the parties hereby agree that it shall be reasonable under this Article VIII (Lease and Tenant's notice under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of any transfer the following apply: 14.2.1 The Transferee is of a character or reputation or engaged in a business which is not requiring Landlord's consistent with the quality of the Building or the Project; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof; 14.2.4 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent under Section 8.1 above) shall set forth is requested; 14.2.5 The proposed Transfer would cause a violation of another lease for space in the details Project, or would give an occupant of the Project a right to cancel its lease; 14.2.6 The terms of the proposed transferTransfer will allow the Transferee to exercise a right of renewal, including: right of expansion, right of first offer, or other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); 14.2.7 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the name, business and financial condition Project at the time of the prospective transfereerequest for consent, or (ii) a true is negotiating with Landlord (which for purposes of this item (ii) and complete copy (iii), below, shall be evidenced by the transmittal of one or more letters of intent, draft proposals or lease documents by such Transferee to Landlord or Landlord to such Transferee) to lease space in the proposed instrument containing all of the terms and conditions of Project at such transfertime, or (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing has actively negotiated with Landlord to perform lease space within the Project during the six (6)-month period immediately preceding the Transfer Notice (with “actively negotiated” meaning, at least, written correspondence and observe all negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the terms, covenants, and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior Premises to or in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the a proposed assignee or subtenant under the foregoing portion of this subsection (iii) if Landlord is not willing and able to accommodate the proposed space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease; 14.2.8 The Transferee does not intend to occupy the entire Subject Space and conduct its business therefrom for a substantial portion of the term of the Transfer; or 14.2.9 The portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and/or egress. Notwithstanding anything to the contrary contained herein, in no event shall Tenant enter into any Transfer for the possession, use, occupancy or utilization (collectively, “use”) of the part of the Premises which (i) provides for a rental or other payment for such use based in whole or in part on the income or profits derived by any person from the Premises (other than an amount based on a fixed percentage or percentages of gross receipts or sales), and Tenant agrees that all Transfers of any part of the Premises shall provide that the person having an interest in the use of the Premises shall not enter into any lease or sublease which provides for a rental or other payment for such use based in whole or in part on the income or profits derived by any person from the Premises (if other than the Permitted Usean amount based on a fixed percentage or percentages of gross receipts of sales); , or (ii) would cause any portion of the net worth, business reputation, characteramounts payable to Landlord hereunder to not constitute “rents from real property” within the meaning of Section 512(b)(3) of the Internal Revenue Code of 1986, and financial condition any such purported Transfer shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevantPremises. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not If Landlord consents to any Transfer pursuant to the same terms of this Section 14.2 (provided that and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may enter into such Transfer of the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000]).1049651.11/sf 373398-00076/I1-13.17/arb/jlI 22 Recursion Pharmaceuticals, Inc.

Landlord’s Consent. Tenant's request Landlord shall not unreasonably withhold its consent to any proposed Transfer on the terms specified in the Transfer Notice. 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”). Notwithstanding anything contained in this Article VIII Lease to the contrary, (and Tenant's notice 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 requiring Landlord's consent under Section 8.1 above) shall consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth the details in Section 856(d)(5) of the proposed transfer, including: Revenue Code); and (iz) the name, business and financial condition Tenant shall not consummate a Transfer with any person or in any manner that could cause any portion of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of this Lease, and (iv) any other information Landlord reasonably requested amounts received by Landlord prior pursuant to this Lease or in response to such notice. Except any sublease, license or other arrangement for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent, reasonably exercised as consent to any proposed sublease, Transfer where one or to grant consent, based on more of the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if apply, without limitation as to other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000]).grounds for withholding consent:

Landlord’s Consent. Tenant's request for consent under this Article VIII If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within ten (and 10) days after receipt of Tenant's notice or if a proposed sublease is not subject to the provisions of any transfer Paragraph 24.2(b), Landlord shall not requiring Landlord's unreasonably withhold its consent under Section 8.1 above) shall set forth the details of to the proposed transferassignment or subletting, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of on the terms and conditions specified in said notice. If Tenant's notice fails to state that it constitutes an 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 such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantsthis Paragraph 24.2, and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior may withhold its consent to the proposed assignment or subletting in response to such notice. Except for any transfer not requiring Landlord's absolute discretion. Without otherwise limiting the criteria upon which Landlord may withhold its consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed assignment or sublease, or to grant consent, based on if Landlord withholds its consent where Tenant is in default at the following factors: (i) the business time of the proposed assignee giving of Tenant's notice or subtenant at any time thereafter, such withholding of consent shall be presumptively reasonable. Landlord and the proposed use Tenant agree that fifty percent (50%) of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, any and financial condition of the proposed all rent paid by an assignee or subtenant; (iii) Tenant's compliance with all , including, but not limited to, any rent in excess of its obligations the Rentals to be paid under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant prorated in the event of a sublease of less than the entire Premises), shall pay 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 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 equity ownership interest of Tenant. Any assignment or subletting without Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer consent shall be Two Thousand Dollars [$2,000])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 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.

Landlord’s Consent. Tenant shall not assign this Lease, or ------------------ sublease all or any part of the Premises, or permit the use of the Premises by any party other than Tenant's request for , without the prior written consent under this Article VIII (and Tenant's notice of any transfer Landlord, such consent not requiring to be unreasonably withheld, conditioned or delayed. When Tenant requests Landlord's consent under Section 8.1 above) to such assignment or sublease, it shall set forth the details notify Landlord in writing of the proposed transfer, including: (i) the name, business name and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business address of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)subtenant; (ii) the net worth, nature and character of the business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all financial information including financial statements of its obligations under this Lease within applicable notice and cure periodsthe proposed assignee or subtenant; and (iv) such other factors as Landlord may reasonably deem relevanta copy of the proposed sublet or assignment agreement. Tenant shall pay 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. Without limitation, it shall not be unreasonable if Landlord denies its consent to a proposed assignment or sublease to an assignee or subtenant (i) which in Landlord's reasonable opinion does not have sufficient financial strength to meet its financial obligations under the assignment or sublease; (ii) which Landlord can demonstrate has a history of committing lease defaults or otherwise failing to meet its contractual obligations either with Landlord, its affiliates, or other landlords; or (iii) to any assignee or sublessee who proposes to use the Premises other than for the uses specifically permitted under Section 5, above. If the proposed sublet or assignment is for more than twenty-five percent (25%) of the rentable area of the Premises, Landlord shall have the option (to be exercised within ten (10) business days from the submission of Tenant's request and receipt of all other information requested hereunder) to cancel this Lease with respect to the portion of the Premises to be subleased or assigned as Additional Rentof the commencement date stated in the proposed sublease or assignment. If Landlord shall not exercise its option within the time set forth above, Landlord's reasonable attorneys' fees in reviewing consent to any transfer contemplated by this Section, whether proposed assignment or sublease shall not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])unreasonably withheld.

Landlord’s Consent. Tenant's request for Landlord shall not withhold its consent under this Article VIII (and Tenant's notice of to any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details Transfer of the proposed transferSubject Space to Transferee on the terms specified in Tenant’s notice, includingprovided that the following conditions are satisfied: (i) Transferee is of a character or reputation which is consistent with the name, business and financial condition quality of the prospective transferee, Premises; (ii) a true and complete copy of Transferee intends to use the proposed instrument containing all of the terms and conditions of such transferSubject Space for purposes which are permitted under this Lease, (iii) a written agreement the Subject Space is not less than the entire area of the assigneePremises; provided, subtenant or licenseehowever, that Landlord may in recordable form reasonably approved by Landlord, agreeing with Landlord to perform its sole and observe absolute discretion permit a Transfer of less than all of the termsPremises subject to such conditions Landlord deems applicable (including, covenantswithout limitation, the condition that the Subject Space be regular in shape with appropriate means of ingress and conditions egress suitable for normal renting purposes), (iv) Transferee is not a governmental agency or instrumentality or an occupant of this Leasethe Premises, (v) Transferee has in Landlord’s judgment the financial ability to perform the obligations to be assumed in connection with the Transfer, (vi) Tenant is not in default hereunder either at the time Tenant requests consent to the Transfer or on the effective date of the Transfer, and (ivvii) any other information Tenant and Transferee execute documentation concerning the Transfer which is reasonably acceptable to Landlord reasonably requested by (including, without limitation, a sublease or assignment, and a Landlord’s consent on Landlord’s form), all of which shall be delivered to Landlord prior to or in response the Transfer. Subject to such notice. Except for any transfer not requiring the satisfaction of the foregoing conditions, Landlord's ’s consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant Transfer shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])unreasonably withheld.

Landlord’s Consent. Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in Tenant's request ’s notice pertaining to the particular Transfer. Without limitation as to other reasonable grounds for consent withholding consent, the parties hereby agree that it shall be reasonable under this Article VIII (Lease and Tenant's notice of under any transfer not requiring Landlord's applicable law for Landlord to withhold consent under Section 8.1 above) shall set forth the details to any proposed Transfer where one or more of the proposed transfer, includingfollowing apply: (i) Transferee is of a character or reputation or engaged in a business which is not consistent with the name, business and financial condition quality of the prospective transferee, (ii) a true and complete copy of Building or the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)Project; (ii) the net worth, business reputation, character, and Transferee is not a party of reasonable financial condition worth and/or financial stability in light of the proposed assignee or subtenantresponsibilities to be undertaken in connection with the Transfer on the date consent is requested; (iii) Tenant's compliance with all of its obligations Transferee intends to use the Subject Space for purposes which are not permitted under this Lease within applicable notice and cure periodsLease; and (iv) such Transferee is either a governmental agency or instrumentality thereof; or (v) the proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease. Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under this Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any successor statute, and all other factors as Landlord may reasonably deem relevantremedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all Applicable Laws, on behalf of the proposed Transferee. Tenant shall pay to indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation Tenant’s proposed subtenant or assignee) who claim they were damaged by Landlord, as Additional Rent, ’s wrongful withholding or conditioning of Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])’s consent.

Landlord’s Consent. Tenant's request for consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including: (i) including the name, business and financial condition of the prospective transferee, (ii) a true and complete copy financial details of the proposed instrument containing all transaction (e.g., the term of and the terms rent and conditions of such transfer, (iii) a written agreement of the assignee, subtenant security deposit payable under any proposed assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantssublease), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticedeems relevant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed subleaseexercised, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)Premises; (ii) the net worth, business reputation, character, worth and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periodsLease; and (iv) such other factors as Landlord may reasonably deem relevant. If Tenant shall assign or sublease, the following shall apply: Tenant shall pay to Landlord, Landlord as Additional Rent, Rent fifty percent (50%) of the Profit (defined below) on such transaction such amount being Landlord's reasonable attorneys' 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 paid by the assignee or subtenant to Landlord directly. Profit shall mean (a) all rent and all fees and other consideration paid for or in reviewing respect of the assignment or sublease, including fees under any transfer contemplated by collateral agreements less (B) the rent and other sums payable under this SectionLease (in the case of a sublease of less than all of the Premises, whether or not Landlord consents allocable to the same (provided that the maximum amount of such fees subleased premises) and all costs and expenses directly incurred by Tenant in connection with any single proposed transfer the execution and performance of such 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 Two Thousand Dollars [$2,000])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 Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord'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 transaction documentation, all of which shall be certified by Tenant to be complete, true and correct.

Landlord’s Consent. Tenant's ’s request for consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including: (i) including the name, business and financial condition of the prospective transferee, (ii) a true and complete copy financial details of the proposed instrument containing all transaction (e.g., the term of and the terms rent and conditions of such transfer, (iii) a written agreement of the assignee, subtenant security deposit payable under any proposed assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantssublease), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticedeems relevant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed subleaseexercised, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)Premises; (ii) the net worth, business reputation, character, worth and financial condition of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under this Lease within applicable notice and cure periodsLease; and (iv) such other factors as Landlord may reasonably deem relevant. So long as Section 13.05 does not apply, if Tenant shall assign or sublease, the following shall apply: Tenant shall pay to Landlord, Landlord as Additional RentRent fifty percent (50%) of the 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 ’s Share shall be paid by the assignee or subtenant to Landlord directly. Proceeds shall mean (a) all rent and all fees and other consideration paid for or in respect of the assignment or sublease, including reasonable attorneys' fees under any collateral agreements less (b) the rent and other sums payable under this Lease (in reviewing any transfer contemplated by this Sectionthe case of a sublease of less than all of the Premises, whether or not Landlord consents allocable to the same (provided that the maximum amount of such fees subleased premises) and all costs and expenses directly incurred by Tenant in connection with any single proposed transfer the execution and performance of such 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 Two Thousand Dollars [$2,000])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 Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’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 transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord in connection with a request for a sublease or assignment of this Lease.

Landlord’s Consent. Tenant's request for In the case of an assignment and/or sublease requiring Landlord’s consent under this Article VIII 11, Landlord shall have thirty (and Tenant's 30) days after Xxxxxx’s notice of any transfer not requiring assignment and/or sublease is received with the financial information reasonably requested by Landlord to advise Tenant of Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer, including: ’s (i) the name, business and financial condition of the prospective transfereeconsent to such proposed assignment or sublease, (ii) a true and complete copy reasonable withholding of consent to such proposed assignment or sublease (together with detailed reasons therefor), or (iii) election to terminate this Lease, such termination to be effective as of the date of the commencement of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with subletting. If Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 aboveshall exercise its termination right hereunder, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, enter into a lease or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of occupancy agreement directly with the proposed assignee or subtenant; , and Tenant shall have no right to any of the 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 Lease 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 Xxxxxx specifically agree that Xxxxxxxx’s right to terminate this Lease under clause (iii) Tenant's compliance with all of its obligations under above is a material consideration for Landlord’s agreement to enter into this Lease within applicable notice and cure periods; such right may be exercised in Landlord’s sole and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount absolute discretion and no test of such fees in connection with any single proposed transfer reasonableness shall be Two Thousand Dollars [$2,000])applicable thereto.

Landlord’s Consent. Tenant's request for consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of Subject to the terms and conditions of such transferthis Agreement, Landlord (iiii) a written agreement consents to the assignment and assumption of the assigneeinterest of Tenant under the Lease, subtenant 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 licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all otherwise affect any of the terms, covenants, and conditions conditions, provisions or agreements of this 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 (ive) any other information Landlord reasonably requested be a consent by Landlord prior to any further assignment, sublease, pledge or in response other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to such notice. Except for any transfer not requiring the extent Landlord's consent under Section 8.1 abovethereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord shall have the right may consent to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business subsequent sublettings and assignments of the proposed assignee Lease without notifying Assignor or subtenant 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 proposed use obligations or liabilities of Assignor under the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])Lease.

Landlord’s Consent. Tenant's request for consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to not unreasonably withhold consent, reasonably exercised as its consent to any proposed sublease, or Transfer of the Subject Space to grant the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, based on the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following factorsapply: (i1) transferee is of a character or reputation or engaged in a business which is not consistent with the business quality of the proposed assignee Building or subtenant and the proposed use of the Premises (if other than the Permitted Use)Project; (ii) the net worth, business reputation, character, and transferee is not a party of reasonable financial condition worth and/or financial stability in light of the proposed assignee or subtenantresponsibilities to be undertaken in connection with the transfer on the date consent is requested; (iii) Tenant's compliance with all transferee intends to use the applicable portion(s) of its obligations the Premises for purposes which, are not permitted under this Lease within applicable notice and cure periodsLease; and (iv) such transferee is either a governmental agency or instrumentality thereof; or (v) the proposed transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease. Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other factors as Landlord may reasonably deem relevantremedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all Applicable Laws, on behalf of the proposed Transferee. Tenant shall pay to Landlordindemnify, as Additional Rentdefend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation Tenant's proposed subtenant or assignee) who claim they were damaged by Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether wrongful withholding or not Landlord consents to the same (provided that the maximum amount conditioning of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000]).Landlord's consent,

Landlord’s Consent. a) Tenant's ’s request for consent to any transfer required under the terms of this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) Nine shall set forth in writing the details of the proposed transfer, including: (i) including the name, business and financial condition of the prospective transferee, (ii) a true and complete copy financial details of the proposed instrument containing all transfer (e.g., the term of and the terms rent and conditions of such transfer, (iii) a written agreement of the assignee, subtenant security deposit payable under any proposed assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantssublease), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticedeems relevant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to reasonably withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises Premises, including whether such business or 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 (if other than the Permitted UseUse Exclusivity); , (ii) the net worth, business reputation, character, profitability and financial condition of the proposed assignee or subtenant; subtenant is not sufficient to satisfy the applicable obligations hereunder or of the subtenant under the sublease and (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to LandlordIn addition, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents during the portion of the final year of the original Lease Term prior to the same delivery of an Extension Notice (provided as defined herein) or in the event Tenant fails to timely deliver an Extension Notice, in no event will Landlord be required to consent to a transfer to a transferee that has been a prospective tenant of the maximum amount Premises for the period following expiration of the Lease Term. Landlord shall inform Tenant of Landlord’s decision to grant or withhold its consent within thirty (30) days of receiving Tenant’s request for such fees in connection with any single proposed transfer consent and, if Landlord decides to withhold consent, Landlord shall inform Tenant of the basis for withholding consent. If Landlord fails to respond within the thirty (30) day period, Landlord shall be Two Thousand Dollars [$2,000])deemed to have granted consent to the proposed transfer.

Landlord’s Consent. Tenant's request for consent Provided that there is then no outstanding Event of Default, Tenant may sublease the Premises or assign its rights and obligations under this Article VIII (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 Tenant's notice of any transfer not requiring 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 wishes to assign this Lease and Landlord's consent under Section 8.1 above) is required hereunder, Tenant shall set forth the details of the proposed transfer, including: deliver to Landlord (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument of assignment containing all of the terms and conditions of such transferproposed assortment, (ii) information as to the identity and experience of the assignee as Landlord may reasonably require, (iii) such financial information concerning the proposed assignee as Landlord may reasonably require, and (iv) a written agreement of the assignee, subtenant or licenseeagreement, in recordable form reasonably approved by Landlord, agreeing between such proposed assignee and Landlord in which such proposed assignee agrees with Landlord to perform and observe all of the terms, covenants, covenants and conditions of this LeaseLease from and after the date of such assignment, and all of which Landlord may consider in determining whether to grant its consent. Landlord agrees to notify Tenant within fifteen (iv15) any other information Landlord reasonably requested by Landlord prior to or in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 abovedays following delivery of the foregoing information, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord shall grant its consent. If Landlord fails to notify Tenant in writing within said 15 day period, Landlord shall be deemed to have consented to said assignment or sublease. If Landlord consents to an assignment, then prior to such assignee taking occupancy of the same Premises, Tenant shall deliver to Landlord an original of the fully-executed instrument of assignment and of the agreement described in clause (provided that iv) of the maximum amount preceding paragraph of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])this Section.

Landlord’s Consent. Tenant(a) Txxxxx's request for consent under this Article VIII (and Tenant's notice of to any transfer not requiring Landlord's consent under described in Section 8.1 above) 9.()1 shall set forth in writing the details of the proposed transfer, including: (i) including the name, business and financial condition of the prospective transferee, (ii) a true and complete copy financial details of the proposed instrument containing all transfer (e.g., the term of and the terms rent and conditions of such transfer, (iii) a written agreement of the assignee, subtenant security deposit payable under any proposed assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantssublease), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticedeems relevant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed subleaseif reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)Property; (ii) the net worth, business reputation, character, worth and financial condition reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periodsthe Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the 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, Landlord as Additional Rent, Rent under the Lease the Landlord's reasonable attorneys' 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 paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees in reviewing and other consideration paid for the assignment or sublease, including fees under any transfer contemplated collateral agreements, less (B) costs and expenses directly incurred by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees Tenant in connection with the execution and performance of such 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 single proposed transfer assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, 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 transaction documentation, all of which shall be Two Thousand Dollars [$2,000])certified by Tenant to 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 Paragraph 9.05(b) shall be a material default of the Lease. Section 9.06.

Landlord’s Consent. Tenant's request for Tenant shall not, without the prior written ------------------ consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer, including: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the namePremises, 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 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 void and of no effect. Landlord's consent to 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 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 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 assets of Tenant shall be considered a Transfer. Notwithstanding anything in this Section 14.A to the contrary, Landlord consent shall not be required in connection with a Transfer to an Affiliate (as defined below) provided that (a) the financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licenseeAffiliate, in recordable form reasonably approved by the reasonable judgment of Landlord, agreeing with Landlord is such that it will be able to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; 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 (ivc) such other factors as Landlord may reasonably deem relevant. Tenant shall pay the Affiliate agrees directly with Landlord, by written instrument satisfactory to Landlord, as Additional Rentto 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, Landlord's reasonable attorneys' fees in reviewing consolidation or other form of corporate reorganization or any transfer contemplated entity which controls, is controlled by this Section, whether or not Landlord consents to is under common control with Tenant or any entity which purchases all or substantially all of the same (provided that the maximum amount assets of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])Tenant.

Landlord’s Consent. Tenant's request for consent under this Article VIII (and If Landlord, upon receiving Tenant's notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold, condition or delay its consent to Tenant's assignment of any transfer this Lease or subletting the space covered by its notice. Landlord shall not requiring Landlord's be deemed to have unreasonably withheld its consent under Section 8.1 above) shall set forth the details to a sublease of the proposed transfer, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing part or all of the terms and conditions Premises or an assignment of such transfer, this Lease if its consent is withheld because: (iiia) a written agreement Tenant is then in breach or violation of any of the assignee, subtenant terms hereunder; (b) any notice of termination of this Lease or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all termination of Tenant's possession was given under Article 17; (c) the portion of the terms, covenants, and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior Premises which Tenant proposes to or in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, including the means of ingress thereto and egress therefrom and the proposed use thereof, or to grant consent, based on the following factors: (i) the business remaining portion of the proposed assignee Premises, or subtenant and both, will violate any applicable law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises (if other than by the Permitted Use)subtenant or assignee does not conform with the use permitted by Article 5; (iie) in the net worthreasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business reputation, character, and financial condition which would be deleterious to the reputation of the proposed Building, or the subtenant or assignee or subtenant; (iii) Tenant's compliance with all of is not sufficiently financially responsible to perform its obligations under this Lease within applicable notice and cure periodsthe proposed sublease or assignment; and (ivf) such other factors as the proposed subtenant or assignee is a government or a government agency; or (g) the proposed subtenant or assignee is an occupant of the Building or an entity to whom Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, or Landlord's reasonable attorneys' fees agent have been marketing space in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same Building within the last six (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])6) months.

Landlord’s Consent. Tenant's request for consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall Subject to the conditions set forth the details of in this Section 9.2(b), Landlord shall not unreasonably withhold its consent to the proposed transferTransfer on the terms and conditions specified in said notice. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed Transfer, including: it shall be deemed reasonable for Landlord to withhold its consent where (i) the name, business and financial condition net worth of the prospective transfereeproposed Transferee (according to generally accepted accounting principles) is less than the greater of (1) the net worth of Tenant immediately prior to the Transfer (2) or the net worth of Tenant at the time this Lease is executed, or (ii) the Transferee does not have sufficient experience, in Landlord’s reasonable judgment, to operate the Project in accordance with the terms of this Lease. Any Transfer without Landlord’s written consent shall be voidable at Landlord’s option, and shall constitute a true and complete copy default by Tenant. Landlord’s consent to any one Transfer shall not constitute a waiver of the proposed instrument containing all provisions of the terms and conditions of such transferthis Article 9 as to any subsequent Transfer nor a consent to any subsequent Transfer. Except as expressly provided below, (iii) Landlord’s consent to a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of Transfer shall not release Tenant from Tenant’s obligations under this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticeTenant shall remain jointly and severally liable with the Transferee. Except for any transfer not requiring Landlord's consent under Section 8.1 aboveNotwithstanding the foregoing, Landlord shall have release Tenant from any further liability accruing under the right Lease from and after the date the assignment of the Lease to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on a Transferee if all of the following factors: conditions are satisfied (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000]).“Release Conditions”):

Landlord’s Consent. Tenant's request for consent under Tenant shall not assign this Article VIII (and Tenant's notice of Lease, or sublease all or any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details part of the proposed transferPremises, including: or permit the use of the Premises by any party other than Tenant and Gemini Air Cargo, L.L.C., without the prior written consent of Landlord which consent shall not be unreasonably, withheld, delayed or conditioned. When Tenant requests Landlord' consent to such assignment or sublease, it shall notify Landlord in writing of (i) the name, business name and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business address of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)subtenant; (ii) the net worth, nature and character of the business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all financial information including financial statements of its obligations under this Lease within applicable notice and cure periodsthe proposed assignee or subtenant; and (iv) such other factors as Landlord may reasonably deem relevanta copy of the proposed sublet or assignment agreement. Tenant shall pay thereafter immediately provide to Landlord, Landlord any and all other information and documents reasonably requested by Landlord in order to assist Landlord with its consideration of Tenant's request hereunder. Landlord shall have the option (to be exercised within twenty (20) days from the submission of Tenant's request and receipt of all other information requested hereunder) to cancel this Lease as Additional Rentit affects the portion of the Premises to be subleased or assigned as of the commencement date stated in the proposed sublease or assignment. If Landlord shall not exercise its option within the time set forth above, Landlord's reasonable attorneys' fees in reviewing consent to any transfer contemplated by this Section, whether proposed assignment or sublease shall not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])unreasonably withheld.

Landlord’s Consent. Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: (i) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) the Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; (iii) the Transferee is either a governmental agency or instrumentality thereof; (iv) the Transferee is not a party of "reasonable financial worth and/or financial stability" (as defined in this Section 14.2, below) in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; (v) the proposed Transfer would cause a violation of another lease for space in the Building, or would give an occupant of the Building a right to cancel its lease; or (vi) either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (a) occupies space in the Building at the time of the request for consent, or (b) is negotiating with Landlord or has negotiated with Landlord to lease space in the Building. Landlord shall respond to Tenant's request for consent under this Article VIII (hereunder in a timely manner upon receipt of Tenant’s Transfer Notice and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of this Lease, and (iv) any other documents or information Landlord reasonably requested by Landlord prior and any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a material breach of, and default under, this Lease, without the requirement for notice to or in response Tenant. For purposes of this Section 14.2, "reasonable financial worth and/or financial stability" shall mean (1) a net worth for the last two (2) consecutive fiscal years that is equal to such noticeten (10) times the annual Rent obligation payable by Tenant, and (2) a net income after interest expense and before "extraordinary revenue" (defined below) for the last two (2) consecutive fiscal years equal to five (5) times the annual Rent obligations payable by Tenant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business For purposes of the proposed assignee or subtenant foregoing, "extraordinary revenue" shall mean revenue that is unusual in nature and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay is not expected to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])recurring on an annual basis.

Landlord’s Consent. Tenant's request for Landlord agrees not to unreasonably withhold, delay or condition its consent under to any action proposed by Tenant pursuant to this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer11, including: provided that (i) the namealterations, business and financial condition construction or installation shall not have a material adverse effect on the structure, appearance or use of the prospective transfereeLeased Premises or the building in which the Leased Premises are located or Fixtures and the Equipment, in the reasonable judgment of Landlord, (ii) a true all such alterations, construction and complete copy of the proposed instrument containing installations shall be expeditiously completed in compliance with all of the terms and conditions of such transferlegal requirements, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees work done in connection with any single proposed transfer such alterations, construction or installation shall comply with the requirements of any insurance policy required to be Two Thousand Dollars [$2,000])maintained by Tenant hereunder, (iv) Tenant shall promptly pay all costs and expenses of any such alteration, construction or installation and shall discharge all liens filed against any of the Leased Premises or the Fixtures and Equipment arising out of the same, (v) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration, construction or installation, (vi) such alterations shall comply with any recorded lien or covenant affecting the Leased Premises, and (vii) Landlord shall incur no expense or cost whatsoever in connection with such alterations, including without limitation, costs for reviewing and approving plans, or tap fees or other utility fees. Landlord may require, as a condition to its consent to any alterations, reasonable appropriate payments, bonds, assurances and undertakings from Tenant to ensure that all such conditions are satisfied. Notwithstanding the foregoing, it shall not be unreasonable for Landlord to withhold its consent, or to condition its consent, if the holder of a mortgage withholds its consent to any of the foregoing, or requires that certain conditions or requirements be satisfied or observed.

Landlord’s Consent. (a) Tenant's request for consent under this Article VIII (and Tenant's notice of to any such sublease, assignment or other transfer not requiring Landlord's consent under Section 8.1 above) shall set forth in writing the details of the proposed sublease, assignment or other transfer, including: (i) including the name, business and financial condition of the prospective transferee (including copies of current financial statements of the prospective transferee), (ii) a true and complete copy financial details of the proposed instrument containing all transaction (e.g., the term of and the terms rent, security deposit and conditions of any other consideration payable under such proposed assignment, sublease or transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by may request. Tenant shall reimburse Landlord prior for all out of pocket expenses, including reasonable attorneys' fees in accordance with Section 12.02 below, incurred in connection with any proposed assignment or subletting hereunder, not to exceed $1,500. Landlord shall not unreasonably withhold its consent to Tenant's request for consent to any sublease, assignment of other transfer. Landlord and Tenant hereby agree that, in determining whether to grant or in response withhold consent to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, assignment or to grant consentother transfer, based on Landlord may consider, without limitation, the following factors, which Landlord and Tenant acknowledge and agree are reasonable: (i) the business of the proposed assignee assignee, sublessee or subtenant transferee and the proposed use of the Premises (if other than the Permitted Use)Property; (ii) the net worth, financial strength and the business reputation, character, and financial condition reputation of the proposed assignee assignee, sublessee or subtenanttransferee; (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 within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevantLease. Tenant shall pay to LandlordNotwithstanding any provisions of this Lease, as Additional Rentor any present or future statute, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Sectionlaw, whether rule or not Landlord consents ordinance, to the same (provided contrary, Landlord and Tenant hereby expressly agree that if a court of competent jurisdiction determines that Landlord unreasonably withheld consent to a proposed sublease, assignment or other transfer by Tenant, then Tenant's sole and exclusive remedy for such breach by Landlord shall be limited to termination of this Lease as of the maximum amount date of such fees in connection with court determination, and Tenant hereby expressly waives the right to recover any single proposed transfer shall be Two Thousand Dollars [$2,000])monetary damages of whatever kind for such breach.

Landlord’s Consent. Tenant's request for consent under this If the nature and character of ------------- ------------------ the business of the proposed sublessee or assignee, and the proposed use and occupancy of the Premises, or any applicable portion thereof, by the proposed assignee or sublessee, is in keeping and compatible with the dignity and character of the Building, and if any Alterations to be made to the Premises are performed in accordance with Article VIII (hereof, and Tenant's notice if the financial capability of the proposed sublessee or assignee is commensurate with the obligations to be undertaken by the proposed sublessee or assignee as reasonably determined by Landlord, then Landlord agrees not to unreasonably withhold its consent to any transfer not requiring such proposed assignment or subletting, provided it shall be on the terms communicated to and approved by Landlord. Notwithstanding Landlord's consent under Section 8.1 above) to an assignment or subletting, Tenant shall set forth the details remain fully liable on this Lease and shall not be released from performing any of the proposed transferterms, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms covenants and conditions of such transferthis Lease. In addition to the foregoing requirements, (iii) a written agreement of any assignment or subletting hereunder shall be conditioned upon the assignee, subtenant assignee or licensee, in recordable form reasonably approved sublessee fully assuming and agreeing to be bound by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, covenants and conditions of this Lease. Further, and (iv) any rent or other information Landlord reasonably requested consideration realized by Landlord prior to Tenant under any such assignment or subletting in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business excess of the proposed assignee or subtenant Gross Rent payable hereunder, after deducting normal and the proposed use of reasonable expenses incurred in subleasing the Premises (if other than the Permitted Use); (ii) the net worthor assigning this Lease, business reputation, character, and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])shared equally between Landlord and Tenant.

Landlord’s Consent. Tenant(a)Tenant's request for consent under this Article VIII (and Tenant's notice of to any transfer not requiring Landlord's consent under described in Section 8.1 above) shall 9.00 xxxll set forth in writing the details of the proposed transfer, including: (i) including the name, business and financial condition of the prospective transferee, (ii) a true and complete copy financial details of the proposed instrument containing all transfer (e.g., the term of and the terms rent and conditions of such transfer, (iii) a written agreement of the assignee, subtenant security deposit payable under any proposed assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantssublease), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticedeems relevant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed subleaseif reasonable, or to grant consent, based on the following factors: ; (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)property; (ii) the net worth, business reputation, character, worth and financial condition reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periodsthe Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the 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, Landlord as Additional Rent, Rent under the Lease the Landlord's reasonable attorneys' 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 assigxxx xx subtenanx xxxx Xandlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees in reviewing and other consideration paid for the assignment or sublease, including fees under any transfer contemplated collateral agreements, less (B) costs and expenses directly incurred by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees Tenant in connection with the execution and performance of such 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 single proposed transfer assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, 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 transaction documentation, all of which shall be Two Thousand Dollars [$2,000])certified by Tenant to be complete, true and correct. Landlord's receipt of Landlord's Share shall not be a consent to any xxxxxxx assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) shall be a material default of the Lease. Section 9.06.

Landlord’s Consent. Tenant's request for Tenant shall not, without the prior written consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer, including: Landlord (i) the nameassign, business and financial condition of the prospective transfereemortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, (ii) a true and complete copy permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, (iii) sublet the Demised Premises or any part thereof, or (iv) permit the use of the Demised Premises by any persons other than Tenant, its employees and its invitees (each of the foregoing actions for which Landlord's consent is required is hereinafter sometimes referred to as a "Transfer" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (a) the proposed instrument containing effective date (which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the Tenant's notice), (b) all of the terms and conditions of such transfer, (iii) a written agreement of the assigneeproposed Transfer and the consideration therefor, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform the name and observe all address of the terms, covenantsproposed Transferee, and conditions a copy of this Leaseall documentation pertaining to the proposed Transfer, and (ivc) current audited financial statements of the proposed Transferee, and any other information necessary to enable Landlord reasonably requested by Landlord prior to or in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have determine the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputationfinancial responsibility, character, and financial condition reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periods; Transferee, and (ivd) such other factors information as Landlord may reasonably deem relevantrequire. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing consent to any transfer contemplated Transfer shall not be unreasonably withheld, but any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void, and of no effect, and any acceptance of Rent by this Section, whether Landlord from any purported Transferee shall not be deemed a consent to a Transfer or not Landlord consents to the same (provided that the maximum amount a waiver of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])of Landlord's rights or remedies hereunder.

Landlord’s Consent. Tenant's request for consent under this Article VIII (and Tenant's notice of any transfer not requiring If Tenant desires Landlord's consent under Section 8.1 aboveto any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall set forth the details of the proposed transfer, including: include (i) the name, business and financial condition proposed estimated effective date of the prospective transfereeTransfer, (ii) a true and complete copy description of the proposed instrument containing all portion of the terms and conditions of such transferPremises to be transferred (the "Subject Space"), (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the termsTCCs of the proposed Transfer and the consideration therefor, covenantsincluding calculation of the "Transfer Premium," as that term is defined in SECTION 14.3 below, and conditions of this Leasein connection with such Transfer, and (iv) the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (v) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information Landlord reasonably requested required by Landlord prior which will enable Landlord to or in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 abovedetermine the financial responsibility, Landlord shall have the right to withhold consentcharacter, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business and reputation of the proposed assignee or subtenant Transferee, nature of such Transferee's business and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worth, business reputation, characterSubject Space, and financial condition (vi) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT E. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of the proposed assignee or subtenant; (iii) Tenantno effect, and shall, at Landlord's compliance with all of its obligations option, constitute a default by Tenant under this Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevantLease. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether Whether or not Landlord consents to the same any proposed Transfer, Tenant shall, within thirty (provided that the maximum amount of such 30) days after written request by Landlord, reimburse Landlord for its attorneys' fees and other review costs in connection with the proposed Transfer, up to a maximum of $1,000 per transaction. The provisions of this SECTION 14.1 shall not apply to any single proposed transfer shall be Two Thousand Dollars [$2,000])Transfer permitted pursuant to SECTION 14.5, below.

Landlord’s Consent. If Landlord, upon receiving Tenant's request for said ------------------ notice with respect to any such space, shall not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold its consent under this Article VIII (and to Tenant's assignment of this Lease or subletting the space covered by its notice. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of all or part of the Premises or an assignment of this Lease if its consent is withheld because: (a) Tenant is then in default hereunder; (b) any notice of any transfer not requiring Landlordtermination of this Lease or termination of Tenant's consent possession shall have been given under Section 8.1 aboveArticle 20 hereof; (c) shall set forth the details portion of the Premises which Tenant proposes to sublease, including the means of ingress to and egress from and the proposed transferuse thereof, including: (i) and the name, business and financial condition remaining portion of the prospective transfereePremises will violate any laws, (ii) a true and complete copy ordinances, orders, rules, regulations or requirements of the proposed instrument containing all of the terms and conditions of such transferany federal, (iii) a written agreement of the assigneestate, subtenant municipal or licenseelocal government, in recordable form reasonably approved by Landlorddepartment, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed subleasecommission, or to grant consent, based on the following factors: board; (id) the business of the proposed assignee or subtenant and the proposed use of the Premises by the subtenant or assignee does not conform with the use permitted by Section 3.1 hereof; or (if other than e) in the Permitted Use); (ii) reasonable judgment of Landlord, the net worth, proposed subtenant or assignee is of a character or is engaged in a business reputation, character, and financial condition which would be deleterious to the reputation of the proposed Premises, or the subtenant or assignee or subtenant; (iii) Tenant's compliance with all of is not sufficiently financially responsible to perform its obligations under this Lease within applicable notice and cure periodsthe proposed sublease or assignment; and (iv) such other factors as 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 deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Sectionwithholding consent, whether similar to or not Landlord consents to dissimilar from the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])foregoing examples.

Landlord’s Consent. (a) Tenant's request for consent under this Article VIII (and Tenant's notice of to any transfer not requiring Landlord's consent under described in Section 8.1 above) 9.01 shall set forth in writing the details of the proposed transfer, including: (i) including the name, business and financial condition of the prospective transferee, (ii) a true and complete copy financial details of the proposed instrument containing all transfer (e.g., the term of and the terms rent and conditions of such transfer, (iii) a written agreement of the assignee, subtenant security deposit payable under any proposed assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantssublease), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticedeems relevant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed subleaseif reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)Property; (ii) the net worth, business reputation, character, worth and financial condition reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periodsthe Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the 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, Landlord as Additional Rent, Rent under the Lease the Landlord's reasonable attorneys' Share (stated in Section 1.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees in reviewing and other consideration paid for the assignment or sublease, including fees under any transfer contemplated collateral agreements, less (B) costs and expenses directly incurred by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees Tenant in connection with the execution and performance of such 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 single proposed transfer assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, 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 transaction documentation, all of which shall be Two Thousand Dollars [$2,000])certified by Tenant to 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 Paragraph 9.05(b) shall be a material default of the Lease. Section 9.06.

Landlord’s Consent. Tenant's request for consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) to any Transfer shall set forth describe the details of the proposed transferTransfer, including: (i) including the name, business and financial condition of the prospective transfereeTransferee, (ii) a true and complete copy the financial terms of the proposed instrument containing all of the terms Transfer (e.g., term, rent and conditions of such transfersecurity deposit). Landlord shall not unreasonably withhold, (iii) delay or condition its consent to a written agreement of the assigneeTransfer which requires Landlord's prior approval, subtenant or licenseebut Landlord may, in recordable form reasonably approved by Landlordaddition to other factors, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factorsconsider: (i) whether the business of the proposed assignee or subtenant Transferee and the proposed use of the Leased Premises (if other than is consistent with the Permitted Use); and (ii) whether the net worth, business reputation, character, worth and financial condition of the proposed assignee or subtenant; (iii) Tenantin the event of a proposed assignment is sufficient in Landlord's compliance with all of reasonable opinion for such assignee to be able to satisfy its obligations under this Lease within applicable notice and cure periods; and Lease. In the case of a proposed assignment (iv) such other factors as regardless of whether Landlord's consent is required), the assignee shall agree in writing to comply with all of Tenant's obligations under this Lease. Provided Tenant has supplied Landlord may reasonably deem relevant. Tenant shall pay with all relevant information required by Landlord to Landlord, as Additional Rentevaluate the Transferee, Landlord's reasonable attorneys' fees in reviewing consent shall be given or withheld (and if withheld with reasons therefor) within fifteen (15) business days after a request from Tenant for approval of a Transfer requiring such approval. Landlord's consent is not required for (a) Transfers to any Affiliate; (b) any assignment of this Lease to any successor to substantially all of Tenant's business and assets, including any transfer contemplated of Tenant's interest in this Lease by this Sectionmerger, whether consolidation, operation of law, acquisition of a controlling interest in Tenant or not Landlord consents to of a substantial part of its assets, liquidation or otherwise; (c) any sublease of all or any portion of the same (Surplus Space, provided that (1) Tenant gives Landlord prior written notice of the maximum amount Transfer, together with a copy of such fees in connection the proposed form of Transfer document and evidence that the Transfer is one that qualifies under clause (a), (b) or (c) above and with any single proposed transfer shall be Two Thousand Dollars [$2,000]).respect to a clause (a) or (b) Transfer satisfies clause (i) above or, with respect to a clause (b) Transfer under which Tenant ceases to exist as a

Landlord’s Consent. Tenant(a) Xxxxxx's request for consent under this Article VIII (and Tenant's notice of to any such sublease, assignment or other transfer not requiring Landlord's consent under Section 8.1 above) shall set forth in writing the details of the proposed sublease, assignment or other transfer, including: (i) including the name, business and financial condition of the prospective transferee (including copies of current financial statements of the prospective transferee), (ii) a true and complete copy financial details of the proposed instrument containing all transaction (e.g., the term of and the terms rent, security deposit and conditions of any other consideration payable under such proposed assignment, sublease or transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by may request. Tenant shall reimburse Landlord prior 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 in response withhold consent to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, assignment or to grant consentother transfer, based on Landlord may consider, without limitation, the following factors, which Landlord and Tenant acknowledge and agree are reasonable: (i) the business of the proposed assignee assignee, sublessee or subtenant transferee and the proposed use of the Premises (if other than the Permitted Use)Property; (ii) the net worth, financial strength and the business reputation, character, and financial condition reputation of the proposed assignee assignee, sublessee or subtenanttransferee; (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 within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevantLease. Tenant shall pay to LandlordNotwithstanding any provisions of this Lease, as Additional Rentor any present or future statute, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Sectionlaw, whether rule or not Landlord consents ordinance, to the same (provided contrary, Landlord and Tenant hereby expressly agree that if a court of competent jurisdiction determines that Landlord unreasonably withheld consent to a proposed sublease, assignment or other transfer by Xxxxxx, then Xxxxxx's sole and exclusive remedy for such breach by Landlord shall be limited to termination of this Lease as of the maximum amount date of such fees court determination, and Tenant hereby expressly waives the right to recover any monetary damages of whatever kind for such breach except to the extent provided in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])Section 12.01 of this Lease.

Landlord’s Consent. Tenant's request for consent under With respect to any proposed Transfer referred to in Section 18.1 of this Article VIII (and Tenant's notice where Landlord has agreed pursuant to the provisions of said Section that its consent shall not be unreasonably withheld, Landlord, in exercising such right of consent, shall be entitled to take into account any transfer fact or factor which Landlord deems relevant to such decision, including, but not requiring Landlord's consent under Section 8.1 above) shall set forth the details limited to any or all of the proposed transfer, includingfollowing: (i) whether the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business strength of the proposed assignee or subtenant sub-lessee (herein sometimes a "Transferee"), including the adequacy of its working capital, is sufficient to pay all expenses anticipated in connection with any remodeling and restocking of the Premises; (ii) whether the proposed Transferee has successful experience in the restaurant business; (iii) the quality and nature of the food and services offered for sale by the proposed Transferee and any other services offered for sale by the proposed Transferee in any other locations which it has, and the quality and nature of the food and services which such Transferee proposes to offer for sale in the Premises; (iv) diminution or potential diminution of percentage rent payable pursuant to this Lease as the result of such Transfer; (v) the quality of the appearance of the Improvements resulting from any remodeling or renovation to be conducted by the proposed Transferee, and the compatibility of such quality with that of other improvements in the portion of the Shopping Center in which the Premises is located; (vi) whether the current net worth of the proposed Transferee is less than the greater of Tenant's net worth as of the date of this Lease or Tenant' s net worth at the date of Tenant's request for Landlord's consent to such Transfer; (vii) whether the proposed Transferee's use of the Premises (if other than conflicts with the Permitted Use); (iiviii) the net worth, business reputation, character, and financial condition of whether the proposed assignee Transfer would breach any covenant of Landlord with respect to radius, location, use or subtenantexclusivity in any other Lease, financing agreement or other agreement relating to the Shopping Center; and/or (iiiix) Tenant's compliance with all of whether the annual amount anticipated to be expended by the proposed Transferee in advertising its obligations under business at the Shopping Center and/or whether the annual amount customarily expended by the proposed Transferee in advertising its other locations is less than the annual amount expended by Tenant in advertising its business at the Shopping Center. In addition, Landlord shall be entitled to be satisfied that each and every covenant, condition or obligation imposed upon Tenant by this Lease within applicable notice and cure periods; each and (iv) every right, remedy or benefit afforded Landlord by this lease would not be impaired or diminished by such other factors as Landlord may reasonably deem relevantTransfer. Tenant shall pay not have the right or power to Landlordrequest or enter into a Transfer (a) with any occupant of the Shopping Center or any prospective tenant with whom Landlord is contemporaneously negotiating for any premises within or adjacent to the Shopping Center, as Additional Rentor (b) when there exists any default by Tenant in the performance or observance of any of the terms, covenants and conditions of this Lease or if there exists any such event which, with the passage of time and/or the giving of notice would constitute a default under this lease, or (c) unless Tenant has furnished to Landlord all of the information and documentation required and/or requested to be furnished to Landlord pursuant to the provisions of Section 18.1 of this Article. Should Landlord fail to deny consent under this provision within 20 days following receipt of all of the information required under Section 18.3, plus any other reasonable information Landlord requests within 10 days of Tenant's request for Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents approval to the same (provided that the maximum amount of such fees in connection with any single a proposed transfer shall be Two Thousand Dollars [$2,000])assignment.

Landlord’s Consent. Tenant's request for 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 under of Landlord, which consent shall not be unreasonably withheld, and any attempt to do so without such prior written consent shall be void and at Landlord’s option, shall terminate this Article VIII (and Tenant's notice of Lease. If Tenant requests Landlord’s consent to any transfer not requiring Landlord's consent under Section 8.1 above) Transfer, Tenant shall set forth the details of the proposed transfer, including: (i) the name, business and financial condition of the prospective transferee, (ii) promptly provide Landlord with a true and complete copy of the proposed instrument containing agreement between Tenant and its proposed transferee and with all of such other information concerning the terms business and conditions financial affairs of such transfer, (iii) a written agreement of proposed transferee as Landlord may request. Landlord may withhold such consent unless the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: transferee (i) the is satisfactory to Landlord as to credit, managerial experience, net worth, character and business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)professional standing; (ii) the net worth, business reputation, character, and financial condition is a person or entity whose possession of the proposed assignee Premises would not be inconsistent with Landlord’s commitments with other tenants or subtenantwith the mix of uses Landlord desires at the Property; (iii) Tenant's compliance with will occupy the Premises solely for the use authorized under this Lease; (iv) expressly assumes and agrees in writing to be bound by and directly responsible for all of its Tenant’s obligations under this Lease within applicable notice and cure periods16 | 1000 WALL LEASE AGREEMENT hereunder; and (ivv) will conduct a business which does not adversely impact the use of the Property’s common areas. Landlord’s consent to any such Transfer shall in no event release Tenant from its liabilities 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 factors as person shall not be deemed to be a waiver by Landlord may reasonably deem relevant. Tenant shall pay of any provision of this Lease or consent to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])Transfer.

Landlord’s Consent. Tenant's ’s request for consent (Tenant’s “Transfer Request”) under this Article VIII of this Lease (and Tenant's ’s notice of any transfer not requiring Landlord's ’s consent under Section 8.1 abovehereof) shall set forth the details of the proposed transferTransfer, including: (i) the name, business and financial condition of the prospective transferee, ; (ii) a true and complete fully executed copy of the proposed instrument containing all of the terms and conditions of such transfer, Transfer; (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, 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 for any transfer not requiring Landlord's consent under Section 8.1 abovein 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: (iw) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted UseUses); (iix) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant; (iiiy) Tenant's ’s compliance with all of its obligations under this Lease within applicable notice and cure periods; and (ivz) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord's ’s reasonable attorneys' ’ fees in reviewing any transfer contemplated Transfer proposed by this SectionTenant, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])same.

Landlord’s Consent. Tenant(a) Xxxxxx's request for consent under this Article VIII (and Tenant's notice of to any such sublease, assignment or other transfer not requiring Landlord's consent under Section 8.1 above) shall set forth in writing the details of the proposed sublease, assignment or other transfer, including: (i) including the name, business and financial condition of the prospective transferee (including copies of current financial statements of the prospective transferee), (ii) a true and complete copy financial details of the proposed instrument containing all transaction (e.g., the term of and the terms rent, security deposit and conditions of any other consideration payable under such proposed assignment, sublease or transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by may request. Tenant shall reimburse Landlord prior 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 in response withhold consent to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, assignment or to grant consentother transfer, based on Landlord may consider, without limitation, the following factors, which Landlord and Tenant acknowledge and agree are reasonable: (i) the business of the proposed assignee assignee, sublessee or subtenant transferee and the proposed use of the Premises (if other than the Permitted Use)Property; (ii) the net worth, financial strength and the business reputation, character, and financial condition reputation of the proposed assignee assignee, sublessee or subtenanttransferee; (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 within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevantLease. Tenant shall pay to LandlordNotwithstanding any provisions of this Lease, as Additional Rentor any present or future statute, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Sectionlaw, whether rule or not Landlord consents ordinance, to the same (provided contrary, Landlord and Tenant hereby expressly agree that if a court of competent jurisdiction determines that Landlord unreasonably withheld consent to a proposed sublease, assignment or other transfer by Xxxxxx, then Xxxxxx's sole and exclusive remedy for such breach by Landlord shall be limited to termination of this Lease as of the maximum amount date of such fees in connection with court determination, and Tenant hereby expressly waives the right to recover any single proposed transfer shall be Two Thousand Dollars [$2,000]).monetary damages of whatever kind for such breach, except to the extent permitted under Section 12.01 of this Lease

Landlord’s Consent. Tenant's ’s request for consent to any transfer required under the terms of this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) Nine shall set forth in writing the details of the proposed transfer, including: (i) including the name, business and financial condition of the prospective transferee, (ii) a true and complete copy financial details of the proposed instrument containing all transfer (e.g., the term of and the terms rent and conditions of such transfersecurity deposit payable under any proposed assignment or sublease), (iii) a written agreement of the assignee, subtenant proposed assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantssublease documentation, and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticedeems relevant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord Tenant shall have the right to withhold consent, reasonably exercised as promptly respond to any reasonable requests for information from Landlord regarding such proposed assignment or sublease, or to grant . The following factors shall be deemed a reasonable basis on which Landlord may deny consent, based on the following factors: (i) the proposed use of the Premises would violate the Permitted Use under this Lease, (ii) the financial condition and financial/business reputation of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use); (ii) the net worthincluding, business reputationwithout limitation, character, and financial condition of whether the proposed assignee or subtenant; subtenant has a financial condition at least equal to that of Tenant as of the execution of this Lease) is reasonably unsatisfactory to Landlord, (iii) Tenant's compliance with all any default or an Event of its obligations under this Lease within applicable notice and cure periods; Default remains outstanding, and (iv) whether the representations and warranties of Tenant under Section 13.17 would be true with respect to such other factors proposed assignee or subtenant.. Landlord shall charge Tenant a One Thousand Five Hundred and No/100 Dollars ($1,500.00) processing fee for each Tenant request under this Section. So long as Tenant has provided Landlord may reasonably deem relevantwith all information required by Landlord, Landlord shall respond to Tenant’s request for consent to a proposed assignment or sublease within fifteen (15) business days from the later of delivery of Tenant’s request for consent or such information requested by Landlord. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable attorneys' fees in reviewing may retain any transfer contemplated and all profits arising from an assignment or subletting by Tenant of this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer shall be Two Thousand Dollars [$2,000])Lease.

Landlord’s Consent. Tenant's ’s request for Landlord’s consent under this Article VIII (and Tenant's notice of to any transfer not requiring Landlord's consent under Section 8.1 above) Transfer shall set forth describe the details of the proposed transferTransfer, including: (i) including the name, business and financial condition of the prospective transfereeTransferee, (ii) a true and complete copy the financial terms of the proposed instrument containing all of the terms Transfer (e.g., term, rent and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of this Lease, and (iv) security deposit); Tenant shall also provide any other information Landlord reasonably requested by Landlord prior to or in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, deems relevant Landlord shall have the right to not unreasonably withhold its consent, reasonably exercised as but it shall not be deemed unreasonable for Landlord to any proposed sublease, or to grant consent, based on deny consent for the following factorsreasons: (i) the business of the proposed assignee or subtenant Transferee and the proposed use of the Premises (if other than are inconsistent with the Permitted Use)Uses; (ii) reasonable dissatisfaction with the net worth, business reputation, character, worth and financial condition of the proposed assignee or subtenantTransferee as it relates to such Transferee’s proposed obligations if such Transfer is for more than ten (10) percent of the Premises; (iii) Tenant's ’s compliance with all of its obligations under this Lease within applicable notice and cure periodsLease; and (iv) such other factors as Landlord may reasonably deem relevant. Subject to the next sentence, Tenant shall pay not offer to Landlordmake, as Additional Rentor enter into negotiations with respect to an assignment, Landlord's reasonable attorneys' fees in reviewing sublease or transfer to: (1) any transfer contemplated tenant at the Property or entity directly or indirectly controlled by, controlling, or under the common control with, any other tenant at the Property, unless there is no competing space then available to be offered for lease by Landlord at the Property; or (ii) any party then negotiating with Landlord to lease other space at the Property, unless there is no competing space then available to be offered for lease by Landlord at the Property. It shall not be a breach of this SectionLease for Tenant to offer to make, whether or enter into negotiations with, an entity not Landlord consents actually known by it to the same be covered by clauses (i) or (ii) above, provided that it shall not be unreasonable for Landlord to disapprove any proposed assignment, sublet or transfer to any of the maximum amount of foregoing entities under such fees in connection circumstances and for such reasons, and if Tenant unknowingly makes an offer or enters into negotiations with any single proposed transfer of the foregoing, Tenant shall be Two Thousand Dollars [$2,000])withdraw the offer and terminate negotiations immediately upon written notice from Landlord that the provisions of this paragraph are applicable.

Landlord’s Consent. Tenant(a) Txxxxx's request for consent under this Article VIII (and Tenant's notice of to any transfer not requiring Landlord's consent under described in Section 8.1 above) 9.01 shall set forth in writing the details of the proposed transfer, including: (i) including the name, business and financial condition of the prospective transferee, (ii) a true and complete copy financial details of the proposed instrument containing all transfer (e.g., the term of and the terms rent and conditions of such transfer, (iii) a written agreement of the assignee, subtenant security deposit payable under any proposed assignment or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenantssublease), and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such noticedeems relevant. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed subleaseif reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)Property; (ii) the net worth, business reputation, character, worth and financial condition reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under this Lease within applicable notice and cure periodsthe Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the 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, Landlord as Additional Rent, Rent under the Lease the Landlord's reasonable attorneys' 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 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 monthly rent payable under the Lease, and all fees in reviewing and other consideration paid for the assignment or sublease, including fees under any transfer contemplated collateral agreements, less (B) costs and expenses directly incurred by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees Tenant in connection with the execution and performance of such 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 single proposed transfer assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, 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 transaction documentation, all of which shall be Two Thousand Dollars [$2,000])certified by Tenant to 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 Paragraph 9.05(b) shall be a material default of the Lease. Section 9.06.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within thirty (30) days after receipt of Tenant's request for ’s notice or if a proposed sublease is not subject to the provisions of Paragraph 24.2(b), Landlord shall not unreasonably withhold its consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of to the proposed transferassignment or subletting, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of on the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, specified in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such said notice. Except for any transfer not requiring Landlord's Without otherwise limiting the criteria upon which Landlord may withhold its consent under Section 8.1 above, Landlord shall have the right to withhold consent, reasonably exercised as to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in default at the time of the giving of Tenant’s notice or to grant consentat any time thereafter, based on or where the following factors: (i) the business net worth of the proposed assignee or subtenant and the proposed use of the Premises (if other according to generally accepted accounting principles) is less than the Permitted Use); greater of (i) the net worth of Tenant immediately prior to the assignment or sublease (ii) or the net worthworth of Tenant at the time this Lease is executed, business reputation, character, such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and financial condition all Rent paid by an assignee or subtenant in excess of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations Rent to be paid under this Lease within applicable notice (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of reasonable brokerage commissions and cure periods; tenant improvement costs (including, without limitation, design, permitting and (ivconstruction costs) incurred by Tenant solely in connection with such other factors as Landlord may reasonably deem relevant. Tenant assignment or subleasing transaction, shall pay 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 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 equity ownership interest of Tenant. Any assignment or subletting without Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (provided that the maximum amount of such fees in connection with any single proposed transfer ’s consent shall be Two Thousand Dollars [$2,000])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 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.

Landlord’s Consent. Tenant's request for Landlord hereby consents to the Sublease; provided, however, notwithstanding anything contained in the Sublease to the contrary, such consent under this Article VIII (and Tenant's notice of any transfer not requiring Landlord's consent under Section 8.1 above) shall set forth the details of the proposed transfer, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of is granted by Landlord only upon the terms and conditions of such transfer, (iii) a written agreement of set forth in this Agreement. The Sublease is subject and subordinate to the assignee, subtenant or licensee, in recordable form reasonably approved Lease. Landlord shall not be bound by Landlord, agreeing with Landlord to perform and observe all 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 conditions of this Lease, and (ivTenant) any other information Landlord reasonably requested by Landlord prior to or in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 abovethe Subtenant Workletter (the "Workletter"), Landlord shall have the right to withhold consent, reasonably exercised attached hereto as to any proposed sublease, or to grant consent, based on the following factors: Exhibit B; provided that (i) the business of foregoing shall not modify Landlord's ongoing repair and maintenance obligations set forth in the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use)Lease; (ii) Tenant and Subtenant acknowledge and agree that, as set forth in the net worthLease, business reputation, character, and financial condition including Section 13.4 of the proposed assignee Original Lease, as between Landlord and Tenant, Tenant shall be responsible to make all alterations or subtenantadditions 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) Tenant's compliance 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 all of its obligations under this Lease within respect to any such alterations or additions to the Property required by applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevantRequirements. Tenant shall pay and Subtenant hereby represent and warrant to LandlordLandlord that the copy of the Sublease attached hereto is a full, as Additional Rentcomplete and accurate copy of the Sublease, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether and that there are no other documents or not Landlord consents instruments relating to the same (provided that use of the maximum amount Sublet Premises by Subtenant other than the Sublease. To the extent any terms or provisions of such fees in connection the Lease or the Sublease are inconsistent with any single proposed transfer shall be Two Thousand Dollars [$2,000])the terms of this Agreement, the terms of this Agreement control.