Common use of Request for Consent Clause in Contracts

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks desires at any time to make enter into an Assignment of this Lease or a TransferSublease of the Premises or any portion thereof for which Landlord’s consent is required, Tenant it shall notify Landlord, in writing, and deliver first give written notice to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior of its desire to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): do so, which notice shall contain (i) a description the name of the portion of the Premises to be transferred (the “Subject Space”)proposed assignee, subtenant or occupant; (ii) all of the terms name and nature of the proposed Transfer including without limitationassignee’s, subtenant’s, or occupant’s business to be carried on in the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed TransferPremises; (iii) current financial statements the terms and provisions of the proposed Transferee certified by an officer, member, partner Assignment or owner thereof, Sublease; and any (iv) such financial and other information as Landlord may then reasonably requirerequest concerning the proposed assignee, including subtenant or occupant. Any improvements, additions, or alterations to the Premises or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, audited financial statements demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined belowforegoing collectively, “Required Sublease Improvements”), if any; shall be installed and provided by Tenant (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord or, at Landlord’s Address specified sole option, by Landlord but at Tenant’s expense), without cost or expense to Landlord. Landlord may condition its consent to any proposed Sublease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) a requirement that funds sufficient, in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt reasonable judgment, to cause the removal of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer Required Sublease Improvements and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion restoration of the Premises to its condition prior to installation of the same party and on Required Sublease Improvements upon the same terms earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as set forth in the additional security for Tenant’s Noticeobligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). If Tenant shall reimburse Landlord fails to respond to Tenant’s Notice within Landlord’s Response Periodupon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, thenincluding reasonable attorneys’ fees, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer such obligation shall then be deemed approved by Landlordan Additional Charge.

Request for Consent. If Tenant seeks to make a TransferHotel Management Agreement is proposed for which Landlord consent is required, Tenant shall notify Landlord, Landlord in writing, and deliver to Landlord at least thirty which notice (30the "Hotel Management Agreement Notice") days shall include (but not more than one hundred eighty (180a) days) prior to the proposed commencement effective date of the Transfer Hotel Management Agreement, which shall not be more than six (6) months after the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): later of: (i) a description the date of delivery of the portion Hotel Management Agreement Notice containing all of the Premises to be transferred information required in clauses (the “Subject Space”); b) and (c) and (ii) all Landlord’s review of the terms original unredacted version of the proposed Transfer including without limitationHotel Management Agreement at Landlord’s office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Proposed Effective Date▇▇▇ ▇▇▇▇▇, the name and address of the proposed Transferee▇▇▇▇▇▇▇▇▇▇, and (b) a copy of the existing or proposed assignment, sublease or other agreement governing Hotel Management Agreement with all proprietary information contained therein redacted together with an affidavit from an authorized representative of Tenant certifying under penalty of perjury that the proposed Transfer; (iii) current financial statements redacted version of the Hotel Management Agreement is a true, correct and complete copy of the final proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements Hotel Management Agreement except for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; redactions and (vc) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified Any inaccuracy in the Basic Provisionsaffidavit from the authorized representative of Tenant, as determined by Landlord in its reasonable discretion, may constitute an Event of Default as and to the extent set forth in Section 12.1.5. Within fifteen Not later than thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) a Hotel Management Agreement Notice, Landlord shall notify TenantTenant (1) that Landlord has all information that it requires to evaluate the proposed Hotel Management Agreement or (2) of any additional information that Landlord reasonably requires to evaluate the proposed Hotel Management Agreement, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth belowapplicable. If Landlord shall notify Tenant that it consents or does not elect consent to recapture the proposed Hotel Management Agreement (including, if applicable, a reasonably detailed explanation for Landlord withholding its consent) not later than sixty (60) days after Landlord has received all information that Landlord reasonably requested to evaluate the proposed Hotel Management Agreement. Any Hotel Management Agreement executed without ▇▇▇▇▇▇▇▇'s prior written consent shall, at Landlord's option, be null, void and of no effect and not binding on Landlord. Tenant shall pay to Landlord Landlord's standard applicable fee set by BPC Policy No. 106 for the review of subleases in connection with Landlord reviewing each Hotel Management Agreement pursuant to the provisions hereof and Landlord does Reimbursement Procedure, regardless of whether the Hotel Management Agreement is consummated or Landlord's consent thereto is granted. Any Hotel Management Agreement shall be subject to the requested proposed Transfer, Tenant may thereafter assign its interests in terms and to provisions of this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordLease.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the “required information”) as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least thirty (30) its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within 10 days (but after receiving the required information, not less than 30 nor more than one hundred eighty (180) 60 days) prior ’ written notice of termination to the proposed commencement Tenant. In the event of such termination, the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and, in the Transfer (case of a partial termination, Rent shall ▇▇▇▇▇ in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms Leased Premises, the Tenant may by written notice (given within 10 days or such longer time as the Landlord may consent to in writing after receipt of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in notice of termination) notify the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt Landlord of the Tenant’s Notice (intention to refrain from the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant which gave rise to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease Landlord’s notice of termination or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Noticeintention to accept such notice of termination. If the Tenant gives written notice to the Landlord fails within such time period that it intends to respond to Tenant’s Notice within refrain from such Transfer, then the Landlord’s Response Period, then, after Tenant delivers election to Landlord fifteen (15) business days written notice (the “Second Response Period”) terminate this Lease in whole or in part shall become null and Landlord fails to respond thereto prior to the end of the Second Response Periodvoid. Otherwise, the proposed Transfer Landlord’s termination shall then be deemed approved take effect on the date stipulated by Landlordthe Landlord in its notice of termination.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the required information) as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least thirty (30) its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within 10 days (but after receiving the required information, not less then 30 nor more than one hundred eighty (180) 60 days) prior ' written notice of termination to the proposed commencement Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and in the Transfer (case of a partial termination, Rent shall ▇▇▇▇▇ in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationLeased Premises, the Proposed Effective Date, Tenant may by written notice (given within 10 days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives such written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terminate this Lease in whole or sublease all or a portion of in part shall become null and void. Otherwise, the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written its notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordtermination.

Request for Consent. If Tenant seeks requests Landlord’s consent to make a Transfer, Tenant shall notify Landlordthen, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement effective date of the Transfer (proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the “Proposed Effective Date”) proposed Transfer, copies of the proposed pertinent documentation, and the following information about the proposed transferee: name and documents (address; reasonably satisfactory information about its business and business history; its proposed use of the “Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s Notice”): (i) notice of any request for consent to a description Transfer, Tenant shall pay to Landlord a fee of $1,000 to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’ fees incurred in connection with considering any request for consent to a Transfer, but not in excess of $10,000.Conditions to Consent. If Landlord consents to a proposed Transfer, then the portion proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of the Premises to be transferred (the “Subject Space”); (ii) less than all of the terms space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the proposed Transfer. No Transfer including without limitationshall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Proposed Effective DatePremises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the name and address occurrence of an Event of Default hereunder. In the proposed TransfereeEvent of Default, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified all rents paid to Tenant by an officer, member, partner assignee or owner thereof, subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably requirekind. Tenant shall give pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination may have with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture improvements pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to another provision of this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordLease).

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to Any request for the proposed commencement date consent of the Transfer (the “Proposed Effective Date”) the following information Landlord to any assignment, transfer, pledge or subletting shall be in writing and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all accompanied by full particulars of the terms of the proposed Transfer including assignment, transfer, pledge or subletting, as the case may be, and shall contain detailed information as to the identity, business and financial status of the proposed assignee, transferee, pledgee or subtenant. The Landlord shall be deemed to be acting reasonably in withholding its consent to any proposed assignment or sublease if the Landlord determines, without limitation, that: (a) the Proposed Effective DateLandlord would be unable to secure the consent of any mortgagee or other Person who may have the right to approve the assignment or sublease, on terms satisfactory to the name and address Landlord; (b) the business experience, financial background or creditworthiness of the proposed Transfereeassignee or subtenant or its principals is insufficient or unsatisfactory; (c) the Landlord, acting reasonably, did not receive sufficient information, material, books or records from the Tenant or the proposed assignee or subtenant, including its principals, to enable the Landlord to make a determination concerning any of the matters set out above. If the Tenant is of the opinion that any consent has been wrongfully withheld, its remedies in respect thereof shall not include any loss, injury or damage arising therefrom or termination of this Lease. All reasonable costs associated with considering or the giving of such consents and the preparation of necessary documentation as provided herein, including the Landlord’s reasonable legal fees on a substantial indemnity basis, shall be payable by the Tenant to the Landlord forthwith upon demand. Provided, however, and it is made a copy condition to any assignment, transfer, subletting or use or occupation of the existing Leased Premises by any other Person that: (d) the proposed assignee, transferee, subtenant or proposed user or occupant of the Leased Premises, jointly and severally with the Tenant, shall agree in writing with the Landlord to assume and perform all of the obligations, terms, covenants, conditions and agreements by this Lease imposed upon the Tenant herein in a form to be approved by the solicitor for the Landlord and shall obtain occupancy approval from the local building and fire departments, if necessary, and provide evidence thereof to the Landlord prior to taking occupancy of the Leased Premises; (e) the assignee, transferee, subtenant or user or occupant of the Leased Premises shall also waive any rights which it may have at common law in respect of relief from forfeiture and any rights it may have pursuant to Sections 21 and 39(2) of the Commercial Tenancies Act (Ontario), as amended from time to time; (f) the acceptance by the Landlord of Rent from an assignee, transferee, subtenant or user or occupant of the Leased Premises without the Landlord’s consent shall not constitute a waiver of the requirement of such consent nor shall it constitute an acceptance of such party as the Tenant; (g) the Landlord may, at its option, cancel the First Renewal Right and the Second Renewal Right; (h) the Leased Premises, at the time of the assignment, sublease transfer, subletting or other agreement governing the proposed Transfer; (iii) current financial statements use or occupation of the proposed Transferee certified Leased Premises by an officer, member, partner or owner thereof, and any such other information as Person shall comply in all respects with the standard of repair and maintenance required of the Tenant pursuant to this Lease; (i) with respect to a sublease having a term expiring in the last twelve (12) months of the Term, the Landlord may then reasonably requireshall have received from the Tenant or the assignee, including without limitationtransferee, audited financial statements for subtenant or user or occupant of the previous Leased Premises a cash deposit equal to the last three (3) most recent consecutive fiscal years; months’ Minimum Rent hereunder (iv) pro-rated in the Transfer Plans and Specifications (defined belowcase of a request relating to a portion only of the Leased Premises), if any; as security for the performance of the repair and maintenance obligations of the Tenant and the assignee, transferee, subtenant or user or occupant of the Leased Premises, to be held by the Landlord pending delivery up of the Leased Premises (v) or the portion thereof which is subject to the assignment, transfer, subletting or use or occupation of the Leased Premises by such other information as Landlord may then reasonably require. Tenant shall give Landlord Person) by the Tenant’s Notice assignee, transferee, subtenant or user or occupant of the Leased Premises in the condition and to the standard required hereunder; (j) if the assignment, transfer, subletting or use or occupation of the Leased Premises by registered or certified mail addressed to Landlord such other Person does not take place within sixty (60) days of the giving of consent by the Landlord, the consent shall, at the Landlord’s Address specified option, expire and become null and void; and (k) if the Lease is disaffirmed, disclaimed or terminated by any trustee in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt bankruptcy of an assignee, transferee, subtenant or user or occupant of the Tenant’s Notice (Leased Premises, the “Landlord Response Period”) Landlord shall notify Tenant, original Tenant named in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease will be deemed on notice from the Landlord given within sixty (60) days from the date of such disaffirmation, disclaimer or sublease all or termination to have entered into a portion of lease with the Premises to the same party and on Landlord containing the same terms and conditions as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordthis Lease.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the "required information") as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within ten (10) days after receiving the required information, not less than thirty (30) days (but not nor more than one hundred eighty sixty (18060) days) prior days written notice of termination to the proposed commencement Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and in the Transfer (case of a partial termination, Rent shall abate in proportion that the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description area of the ▇▇▇ portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationLeased Premises, the Proposed Effective Date, Tenant may by written notice (given within ten (10) days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives such written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terminate this Lease in whole or sublease all or a portion of in part shall become null and void. Otherwise the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written its notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordtermination.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the "required information") as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within ten (10) days after receiving the required information, not less than thirty (30) days (but not nor more than one hundred eighty sixty (18060) days) prior days written notice of termination to the proposed commencement Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and in the Transfer (case of a partial termination, Rent shall abate in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Lease▇ ▇▇emises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationleased Premises, the Proposed Effective Date, Tenant may by written notice (given within ten (10) days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terninate this Lease in whole or sublease all or a portion of in part shall become null and void, Otherwise, the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen its notice of termination. 12.01 (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.A)

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the "required information") as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within ten (10) days after receiving the required information, not less than thirty (30) days (but not nor more than one hundred eighty sixty (18060) days) prior days written notice of termination to the proposed commencement Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and in the Transfer (case of a partial termination, Rent shall ▇▇▇▇▇ in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationLeased Premises, the Proposed Effective Date, Tenant may by written notice (given within ten (10) days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives such written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terminate this Lease in whole or sublease all or a portion of in part shall become null and void. Otherwise, the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written its notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordtermination.

Request for Consent. If Tenant seeks desires at any time to make enter into a TransferTransfer for which Landlord's consent is required, Tenant it shall notify Landlord, in writing, and deliver first give written notice to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior of its desire to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): do so, which notice shall contain (i) a description the name of the portion of the Premises to be transferred (the “Subject Space”)proposed assignee, subtenant or occupant; (ii) all of the terms name of the proposed Transfer including without limitationassignee's, subtenant's, or occupant's business to be carried on in the Proposed Effective Date, Premises; (iii) the name terms and address provisions of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; and (iiiiv) current such financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably requirerequest concerning the proposed assignee, including subtenant or occupant. In any Sublease undertaken by Tenant that is not subject to Landlord's termination right pursuant to Paragraph 9(c) (including, without limitation, audited financial statements any Sublease entered into after delivery of an Availability Notice), Tenant shall use commercially reasonable efforts to obtain not less than fair market rent for the previous three space so sublet (3) most recent consecutive fiscal years; (iv) taking into account among other relevant factors the Transfer Plans and Specifications (defined below)effect, if any; , that the existence or lack of a recognition and/or non-disturbance agreement from Landlord, as the case may be, would have on the fair market rent for such Sublease), and (v) such other information as Landlord may then reasonably requireconsider such market factors in its determination of whether to consent to such proposed Sublease. Any improvements, additions, or alterations to the Building or the Project that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord's reasonable judgment, as a result of any such Sublease or Assignment, shall be installed and provided by Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord (or, at Landlord’s Address specified 's sole option, by Landlord but at Tenant's expense), without cost or expense to Landlord, and without effect on the Bonus Rent received by Landlord except to the extent provided in Paragraph 9(f)(2), and Landlord may condition its consent to any proposed Sublease or Assignment on the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt construction of improvements required by applicable Laws or deemed necessary or appropriate by Landlord in its reasonable discretion, by reason of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease Sublease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordAssignment.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to Any request for the proposed commencement date consent of the Transfer (the “Proposed Effective Date”) the following information Landlord to any assignment, transfer, pledge or subletting shall be in writing and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all accompanied by full particulars of the terms of the proposed Transfer including assignment, transfer, pledge or subletting, as the case may be, and shall contain detailed information as to the identity, business and financial status of the proposed assignee, transferee, pledgee or subtenant. The Landlord shall be deemed to be acting reasonably in withholding its consent to any proposed assignment or sublease if the Landlord determines, without limitation, that: (a) the Proposed Effective DateLandlord would be unable to secure the consent of any mortgagee or other Person who may have the right to approve the assignment or sublease, on terms satisfactory to the name and address Landlord, acting reasonably; (b) the business experience, financial background or creditworthiness of the proposed Transfereeassignee or subtenant or its principals is insufficient or unsatisfactory; (c) the Landlord, acting reasonably, did not receive sufficient information, material, books or records from the Tenant or the proposed assignee or subtenant, including its principals, to enable the Landlord to make a determination concerning any of the matters set out above. If the Tenant is of the opinion that any consent has been wrongfully withheld, its remedies in respect thereof shall not include any loss, injury or damage arising therefrom or termination of this Lease. All reasonable costs associated with considering or the giving of such consents and the preparation of necessary documentation as provided herein, including the Landlord’s reasonable legal fees on a substantial indemnity basis, shall be payable by the Tenant to the Landlord forthwith upon demand. Provided, however, and it is made a copy condition to any assignment, transfer, subletting or use or occupation of the existing Leased Premises by any other Person that: (d) the proposed assignee, transferee, subtenant or proposed user or occupant of the Leased Premises, jointly and severally with the Tenant, shall agree in writing with the Landlord to assume and perform all of the obligations, terms, covenants, conditions and agreements by this Lease imposed upon the Tenant herein in a form to be approved by the solicitor for the Landlord, acting reasonably, and shall obtain occupancy approval from the local building and fire departments, if necessary, and provide evidence thereof to the Landlord prior to taking occupancy of the Leased Premises; (e) the assignee, transferee, subtenant or user or occupant of the Leased Premises shall also waive any rights which it may have at common law in respect of relief from forfeiture and any rights it may have pursuant to Sections 21 and 39(2) of the Commercial Tenancies Act (Ontario), as amended from time to time; (f) the acceptance by the Landlord of Rent from an assignee, transferee, subtenant or user or occupant of the Leased Premises without the Landlord’s consent shall not constitute a waiver of the requirement of such consent nor shall it constitute an acceptance of such party as the Tenant; (g) the Landlord may, at its option, cancel the First Renewal Right and the Second Renewal Right; (h) the Leased Premises, at the time of the assignment, sublease transfer, subletting or other agreement governing the proposed Transfer; (iii) current financial statements use or occupation of the proposed Transferee certified Leased Premises by an officer, member, partner or owner thereof, and any such other information as Person shall comply in all respects with the standard of repair and maintenance required of the Tenant pursuant to this Lease; (i) with respect to a sublease having a term expiring in the last twelve (12) months of the Term, the Landlord may then reasonably requireshall have received from the Tenant or the assignee, including without limitationtransferee, audited financial statements for subtenant or user or occupant of the previous Leased Premises a cash deposit equal to the last three (3) most recent consecutive fiscal years; months’ Minimum Rent hereunder (iv) pro-rated in the Transfer Plans and Specifications (defined belowcase of a request relating to a portion only of the Leased Premises), if any; as security for the performance of the repair and maintenance obligations of the Tenant and the assignee, transferee, subtenant or user or occupant of the Leased Premises, to be held by the Landlord pending delivery up of the Leased Premises (v) or the portion thereof which is subject to the assignment, transfer, subletting or use or occupation of the Leased Premises by such other information as Landlord may then reasonably require. Tenant shall give Landlord Person) by the Tenant’s Notice assignee, transferee, subtenant or user or occupant of the Leased Premises in the condition and to the standard required hereunder; (j) if the assignment, transfer, subletting or use or occupation of the Leased Premises by registered or certified mail addressed to Landlord such other Person does not take place within sixty (60) days of the giving of consent by the Landlord, the consent shall, at the Landlord’s Address specified option, expire and become null and void; and (k) if the Lease is disaffirmed, disclaimed or terminated by any trustee in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt bankruptcy of an assignee, transferee, subtenant or user or occupant of the Tenant’s Notice (Leased Premises, the “Landlord Response Period”) Landlord shall notify Tenant, original Tenant named in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease will be deemed on notice from the Landlord given within sixty (60) days from the date of such disaffirmation, disclaimer or sublease all or termination to have entered into a portion of lease with the Premises to the same party and on Landlord containing the same terms and conditions as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordthis Lease.

Request for Consent. If Tenant seeks Tenant' s request for consent to make a Transfer, Tenant any Transfer shall notify Landlord, be in writing, writing and deliver to Landlord at least thirty shall include the following: (30a) days (but not more than one hundred eighty (180) days) prior to the name and legal composition of the proposed commencement date Transferee; (b) the nature of the Transfer proposed Transferee's business to be carried on in the Premises; (the “Proposed Effective Date”c) the following information Terms and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms provisions of the proposed Transfer including including, without limitation, the Proposed Effective Date, the name and address of limitation the proposed Transferee, commencement and a copy of termination dates (respectively the existing or proposed assignment, sublease or other agreement governing "Scheduled Commencement" and the proposed Transfer"Scheduled Termination"); and (iiid) current such financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably requirerequest concerning the proposed Transferee, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) proposed Transfer and any transaction contemplated to occur in connection with the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisionsproposed Transfer. Within fifteen (15) business days after Landlord’s of receipt of such written notice, and additional information requested by Landlord concerning the Tenant’s Notice (the “Landlord Response Period”) proposed assignee's or Transferee's financial responsibility, Landlord shall elect one of the following options and notify Tenant, Tenant in writing, writing of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant election: (i) Consent to the provisions hereof and Landlord does proposed Transfer; (ii) Conditionally consent to the requested proposed Transfer, requiring that Tenant may thereafter assign its interests and/or the proposed Transferee agree to specific reasonable terms and provisions as a condition of approval of the Transfer. (iii) Refuse to consent to the Transfer on reasonable grounds. (iv) Except for Transfers for a term materially less than the remainder of the Term, elect to terminate this Lease, or in and to the case of a request for approval of Transfer of a portion of the Premises, terminate this Lease or sublease as to the portion of the Premises subject to the proposed Transfer. If Tenant requests Landlord's consent to any Transfer of all or a portion of the Premises Premises, Landlord shall have the right, to be exercised by giving written notice to Tenant within thirty (30) days of receipt by Landlord of the financial responsibilities information required by this Section to terminate this Lease, in whole or as to the same party and on affected portion of the same terms Premises, effective as set forth in of the Tenant’s NoticeScheduled Commencement. (v) Landlord's failure to give written notice of its approval or disapproval of the proposed subletting or assignment within such period shall be deemed Landlord's consent to the proposed assignment or subletting. If Landlord fails to respond disapproves of any proposed assignment or subletting, Landlord shall state the reason for the disapproval in Landlord's response to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a TransferHotel Management Agreement is proposed for which Landlord consent is required, Tenant shall notify Landlord, Landlord in writing, and deliver to Landlord at least thirty which notice (30the “Hotel Management Agreement Notice”) days shall include (but not more than one hundred eighty (180a) days) prior to the proposed commencement effective date of the Transfer Hotel Management Agreement, which shall not be more than six (6) months after the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): later of: (i) a description the date of delivery of the portion Hotel Management Agreement Notice containing all of the Premises to be transferred information required in clauses (the “Subject Space”); b) and (c) and (ii) all Landlord’s review of the terms original unredacted version of the proposed Transfer including without limitationHotel Management Agreement at Landlord’s office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Proposed Effective Date▇▇▇ ▇▇▇▇▇, the name and address of the proposed Transferee▇▇▇▇▇▇▇▇▇▇, and (b) a copy of the existing or proposed assignment, sublease or other agreement governing Hotel Management Agreement with all proprietary information contained therein redacted together with an affidavit from an authorized representative of Tenant certifying under penalty of perjury that the proposed Transfer; (iii) current financial statements redacted version of the Hotel Management Agreement is a true, correct and complete copy of the final proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements Hotel Management Agreement except for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; redactions and (vc) such other information as Landlord may then reasonably require. Any inaccuracy in the affidavit from the authorized representative of Tenant, as determined by Landlord in its reasonable discretion, may constitute an Event of Default as and to the extent set forth in Section 12.1.5. Not later than thirty (30) days after receipt of a Hotel Management Agreement Notice, Landlord shall notify Tenant (1) that Landlord has all information that it requires to evaluate the proposed Hotel Management Agreement or (2) of any additional information that Landlord reasonably requires to evaluate the proposed Hotel Management Agreement, as applicable. Landlord shall give notify Tenant that it consents or does not consent to the proposed Hotel Management Agreement (including, if applicable, a reasonably detailed explanation for Landlord withholding its consent) not later than sixty (60) days after Landlord has received all information that Landlord reasonably requested to evaluate the Tenantproposed Hotel Management Agreement. Any Hotel Management Agreement executed without ▇▇▇▇▇▇▇▇’s Notice by registered or certified mail addressed to Landlord prior written consent shall, at Landlord’s Address specified in the Basic Provisionsoption, be null, void and of no effect and not binding on Landlord. Within fifteen (15) business days after Tenant shall pay to Landlord Landlord’s receipt standard applicable fee set by BPC Policy No. 106 for the review of the Tenant’s Notice (the “subleases in connection with Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture reviewing each Hotel Management Agreement pursuant to the provisions hereof and Landlord does Reimbursement Procedure, regardless of whether the Hotel Management Agreement is consummated or Landlord’s consent thereto is granted. Any Hotel Management Agreement shall be subject to the requested proposed Transfer, Tenant may thereafter assign its interests in terms and to provisions of this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordLease.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver give Landlord fifteen (15) business days’ written notice of its intention to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the assign this Lease or sublet all or any portion of the Leased Premises to be transferred (the “Subject SpaceNotice of Intention”); (ii) all , which notice shall include a copy of the proposed assignment, agreement or sublease and, if not stated therein, the names and addresses and nature of the business of the proposed assignee or subtenant and its proposed use of the Leased Premises, the terms of the proposed Transfer including without limitationtransaction, the Proposed Effective Datedate on which the proposed assignment or sublease is to become effective, a summary of plans and specifications, if any, revising the name and address floor layout of the Leased Premises, together with sufficient financial information with respect to the proposed assignee or subtenant to enable Landlord to determine its financial condition. Such Notice of Intention shall be given to Landlord in accordance with Section 25.11 hereof. In no event shall Tenant offer to assign this Lease or sublet all or any portion of the Leased Premises to any person or entity which has negotiated with Landlord for the leasing of space in the Building within six (6) months of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified offer by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within said fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, Tenant in writing, writing of its determination with respect to such requested proposed Transfer assignment or sublease and the election set forth in Section 8.3 hereof. Within said fifteen (15) business days, Landlord shall have the right to recapture withhold consent to the proposed sublease or assignment (i) in the event same is prohibited by the terms of Section 5.3 hereof, or (ii) the assignee’s or subtenant’s financial condition in the judgment of Landlord is not comparable to that of Tenant, or (iii) if the proposed subtenant or assignee is a present tenant of the Landlord or within the previous year had been a tenant in the Building, or (iv) if the quantity or location of the space proposed to be sublet or assigned is inappropriate in the judgment of Landlord, or (v) if Tenant is offering to sublet or assign space at a rate that is below the then market rate being charged for space of like quantity by the Landlord, or (vi) the business of the proposed assignee or subtenant as determined by its federal North American Industry Classification System code number would make it subject to the provisions of ISRA. In the event Landlord does not respond to Tenant’s Notice of Intention within said thirty (30) day period, does not exercise its election as set forth below. If Landlord does not elect to recapture pursuant to the provisions in Section 8.3 hereof and Landlord or does consent to the requested proposed Transferassignment or sublease, Tenant may thereafter assign its interests in and to this Lease or sublease sublet all or a any portion of the Leased Premises to the same party and on the same terms as set forth in the Tenant’s Noticenotice. If Landlord fails On or before the effective date of the assignment or sublease, Tenant shall send an executed original of the assignment or sublease to respond Landlord. In the event any such assignment or sublease is executed, the assignee or subtenant shall assume and agree to Tenant’s Notice within be bound by all the terms, covenants, conditions, provisions and agreements of this Lease for the period covered by the assignment or sublease. Such assumption agreement shall be in writing in a form satisfactory to Landlord’s Response Period, then, after Tenant delivers and delivered to Landlord fifteen within five (155) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end commencement of the Second Response Periodoccupancy set forth in the assignment or sublease. The consent by Landlord to any assignment or sublease shall not, the proposed Transfer nor shall then it be deemed approved to, relieve or release the assigning Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to be performed under this Lease by “Tenant”. In the event Landlord consents to any such subletting or assignment, Tenant shall pay to Landlord, monthly, as Additional Rent, fifty (50%) percent of the amount of rent received by Tenant from any such sublessee or assignee in excess of the Fixed and Additional Rent, as from time to time adjusted in accordance with Article 7 hereof, after appropriate provision has been made for the payment of broker’s commissions incurred in connection with such subletting or assignment and the recovery by Tenant of reasonable fit-up costs actually expended by Tenant in connection with any such subletting or assignment.