Common use of Transfer Premium Clause in Contracts

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For IRVINE OAKS EXECUTIVE PARK [Kofax Image Products, Inc.] 42 purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, as and when received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable paid by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after first deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iiiii) any brokerage commissions, legal fees, and reasonable brokerage commissions and attorneys costs of subtenant improvements, including architectural fees incurred in connection with the Transfer, (iviii) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viiiiv) in the amount case of Base Rent and Additional Rent paid any sublease, any actual costs incurred by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market in separately demising the Subject Space. Tenant hereby agrees to use commercially reasonable, good faith efforts to be paid all of the rents and other amounts due under the subject assignment or sublease agreement, as the case may be, and (B) the date accordingly, Tenant vacates the Subject Spaceshall from time to time as and when Landlord so request, until the commencement inform Landlord of the term of the Transfersuch commercially reasonable, good faith efforts to expended by Tenant. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant Landlord shall not artificially structure any Transfer as make a subterfuge in order to intentionally circumvent determination of the provisions amount of this Section 14.3. Tenant shall be required to pay Landlord its portion Landlord’s applicable share of any the Transfer Premium on a monthly basis when received as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant, provided that Tenant ’s Subleasing Costs shall be entitled deemed to recover all be expended by Tenant in equal monthly amounts over the entire term of its Transfer Costs prior to owing to Landlord any the Transfer. No Transfer Premium pursuant shall be payable with respect to the terms of this Section 14.3a Permitted Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereeTenant. "“Transfer Premium" ” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costsbasis; (vb) attorneys' fees all key money and bonus money paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, ; and (viiic) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such as customary brokerage commissions and reasonable attorneys’ fees, Tenant improvement allowances, free rent, attorneys’ fees associated with such Transfer; and (ii) not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Tenant shall not artificially structure pay the Transfer Premium to Landlord within five (5) days following actual receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as a subterfuge in order necessary to intentionally circumvent confirm the provisions calculation of the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to cancel this Section 14.3. Lease upon thirty (30) days’ notice to Tenant and Tenant shall be required indemnify Landlord from and against any and all Claims associated with such termination, including but not limited to pay Landlord its portion of any Transfer Premium on a monthly basis when received Claims by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, and (iv) marketing any reasonable attorneys’ fees actually disbursed and other actual and reasonable out-of-pocket costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent the provisions of Premium calculated under this Section 14.3. Tenant ), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any Transfer Premium such effective rent all such concessions shall be amortized on a monthly straight-line basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to over the terms of this Section 14.3relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord Landlord, as Additional Rent, fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Xxxxxxxx’s share of the Transfer Premium shall be paid to Landlord within five (5) business days after receipt thereof by Xxxxxx. The payments of Transfer Premium to Landlord shall be made on a monthly basis with respect to each Transfer separately, subject to an annual reconciliation on each anniversary date of the Transfer. If the payments to Landlord under this Section during the twelve (12) months preceding each annual reconciliation exceed the amount of the Transfer Premium determined on an annual basis, then Landlord shall refund to Tenant the amount of such overpayment or credit the overpayment against Tenant’s future obligations under this Section, at Tenant’s option. If Tenant has underpaid its obligations hereunder during the preceding twelve (12) months, Tenant shall immediately pay to Landlord the amount owing after the annual reconciliation. “Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and or improvements made to the Premises in connection with the Transfer, (ii) any free base rent credit, improvement allowance or other economic concessions reasonably provided or paid by the Tenant to the TransfereeTransferee in connection with the Transfer, (iii) any reasonable brokerage commissions and attorneys fees incurred paid by Xxxxxx in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents As a reasonable condition to a Landlord's consent to any Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereePremium, as defined in this Subsection 17.4.1. "Transfer Premium" shall mean means all Basic Rent, additional rent, additional rent or and other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, (including key money and bonus money and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transferthe Transfer (Transferee Rent)), after deducting the Rent payable by Tenant under this Lease (excluding the Transfer Premium) for the Subject Space (Tenant Rent). If part of the Transfer Premium is payable by Transferee other than in cash, Landlord's share of that non-cash consideration shall be in a form reasonably satisfactory to Landlord. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent pay the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis, together with its payment of Additional Rent under Article 5. In calculating the Transfer Premium, Tenant Rent, Transferee Rent, and Quoted Rent, the parties shall first adjust the rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions, including any rent credit and tenant improvement allowance. For purposes of calculating the effective rent, all those concessions shall be amortized on a straight-line basis when received by Tenantover the relevant term. On Landlord's request, provided that Tenant shall be entitled to recover all furnish a complete statement, certified by an independent certified public accountant or Tenant's chief financial officer, describing in detail the computation of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant that Tenant has derived or will derive from the Transfer. If Landlord's independent certified public accountant finds that the Transfer Premium for any Transfer has been understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord's costs of that audit. If Tenant has understated the Transfer Premium by more than ten percent (10%), Landlord may, at its option, declare Tenant in material and incurable default under Section 22.1 notwithstanding any cure period specified in Section 22.1. *SEE ADDENDUM 17.5 Landlord's Option to the terms of this Section 14.3Recapture Space.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii) any reasonable brokerage commissions in connection with the Transfer and attorneys (iv) legal fees reasonably incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received by basis, Tenant, provided that Tenant 's Subleasing Costs shall be entitled deemed to recover all be expended by Tenant in equal monthly amounts over the entire term of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer CostsTRANSFER COSTS") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee.; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered from payments or other consideration made by the Transferee in consideration of the Transfer all applicable “Transfer Costs,” as that term is defined in this Section 14.3. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; any attorneys’ fees incurred by Tenant in connection with the Transfer, (v) attorneys' fees paid any lease takeover costs incurred by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with any costs of advertising the space which is the subject of the Transfer, (vii) free rent any review and concessions granted processing fees paid to the TransfereeLandlord in connection with such Transfer, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject SpaceSpace and notifies the Landlord in writing of such contract (or commences negotiations with the Transferee), and (B) the date Tenant vacates the Subject Space, until and ending on the commencement day immediately preceding the first (1st) day of the term pertaining to the Transfer (the forgoing items (i) through (viii) are, collectively, the “Transfer Costs”); provided, however, Tenant shall be entitled to first recapture all of the Transfer. The such Transfer Costs shall also be deemed before distributing to include the value of any permanently affixed improvements Landlord its fifty percent (50%) interest in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" . “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any reasonable brokerage commissions in connection with the Transfer and attorneys (iv) legal fees reasonably incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance“Tenant’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant Landlord shall not artificially structure any Transfer as make a subterfuge in order to intentionally circumvent determination of the provisions amount of this Section 14.3. Tenant shall be required to pay Landlord its portion Landlord’s applicable share of any the Transfer Premium on a monthly basis when received as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant, provided that Tenant ’s Subleasing Costs shall be entitled deemed to recover all be expended by Tenant in equal monthly amounts over the entire term of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; any attorneys’ fees incurred by Tenant in connection with the Transfer, (v) attorneys' fees paid any lease takeover costs incurred by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted any costs of advertising the space which is the subject of the Transfer, and (vii) any review and processing fees paid to Landlord in connection with such Transfer (collectively, the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The “Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement AllowanceCosts”). "“Transfer Premium" ” shall also include, but not be limited to, (x) key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and (y) any payment in excess of fair market value for (1) services rendered by Tenant to Transferee Transferee, or (2) for assetstangible assets (as opposed to intellectual property), fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent the provisions of Premium calculated under this Section 14.3. Tenant ), the Rent paid during each annual period for the Subject Space shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. For purposes of calculating any Transfer Premium such effective rent all such concessions shall be amortized on a monthly straight-line basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to over the terms of this Section 14.3relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereeTenant. "“Transfer Premium" ” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costsbasis; (vb) attorneys' fees all key money and bonus money paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, ; and (viiic) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services or furniture rental rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such as customary brokerage commissions and reasonable attorneys’ fees and the cost of any alterations made by Tenant as consideration for such Transfer; and (ii) shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Such reductions and exclusions in clauses (i) and (ii) are referred to hereafter as (“Transfer Premium Reductions”). Tenant shall not artificially structure pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement setting forth in detail the computation of any Transfer Premium. Within ninety (90) days following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as a subterfuge in order necessary to intentionally circumvent confirm the provisions calculation of this Section 14.3the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and, if understated by more than five percent (5%), Landlord’s costs of such audit. Notwithstanding the foregoing, Tenant shall not be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord in connection with any Transfer Premium pursuant to the terms of this Section 14.3Permitted Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such Transferee. "The term “Transfer Premium" ” shall mean all rent, additional rent or and other consideration payable by such the Transferee in connection with the Transfer in excess of the Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Transfer, prorated on a per rentable square foot RSF basis if less than all of the Premises is transferred, after deducting the reasonable out-of-pocket expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent Base Rent or other economic concessions reasonably provided to the Transferee, and (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer. The term “Transfer Premium” shall include all cash consideration paid by the Transferee to Tenant in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or the Transferee, and any payment in excess of fair market value for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the Transferee in connection with such Transfer. Tenant The Transfer Premium shall not artificially structure any Transfer as a subterfuge in order be the property of and shall be paid to intentionally circumvent Landlord. The parties acknowledge that the provisions of this Section 14.3. 14.3 are a material inducement for Landlord’s execution of this Lease and Tenant shall be required hereby represents and warrants that its sole purpose for entering into this Lease is to pay Landlord its obtain possession of the Premises and not to generate revenue from the subleasing of any portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms Premises or the assigning of this Section 14.3Lease.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this SECTION 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean the total of all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer (on a per rentable square foot RSF basis if less than all of the Premises is transferred), after deducting the reasonable all expenses (the "Transfer Costs") incurred by Tenant for (i) any changesbrokerage, alterations and improvements legal, construction, and/or design fees paid to the Premises in connection with the Transferunrelated third parties, (ii) any free base rent reasonably provided other reasonable out-of-pocket costs paid to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees unrelated third parties incurred in connection with such transfer, and the Transfer, (iv) marketing costs; (v) attorneys' fees paid amortized value of tenant improvements made by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement first two years of the Lease term (amortized over the entire initial term of the Lease)) resulting from a Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent Premium calculated under this SECTION 14.3), and the provisions of this Section 14.3. Tenant Transferee's Rent, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any Transfer Premium such effective rent all such concessions shall be amortized on a monthly straight-line basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to over the terms of this Section 14.3relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord a percentage of any Transfer Premium derived by Tenant from such Transfer in accordance with this Paragraph 12(d). The Transfer Premium (as defined below) derived from any Transfer shall be allocated between the parties as follows: during Lease Years 1 through 3, Tenant shall be entitled to seventy-five percent (75%) of the Transfer Premium, and Landlord shall be entitled to twenty-five percent (25%) of the Transfer Premium; commencing at the beginning of Lease Year 4 and continuing thereafter during the balance of the Lease Term, Landlord and Tenant shall each be entitled to fifty percent (50%) of any the Transfer Premium, including with respect to Transfers that were entered into during Lease Years 1 through 3. Tenant agrees that the rental or other consideration payable by a subtenant shall remain constant or increase over the term of the sublease, and Tenant shall not manipulate such rental or other consideration to cause a higher Transfer Premium received by Tenant from such Transfereeto be realized during Lease Years 1 through 3. "Transfer Premium" shall mean all rent, additional rent or other consideration payable paid by such Transferee (including, but not limited to, payments in connection with the Transfer excess of fair market value for Tenant's assets, trade fixtures, equipment and other personal property), in excess of the Rent and Additional Rent Rental payable by Tenant under this Lease (on a monthly basis during the term of the Transfer Term, and on a per rentable square foot basis basis, if less than all of the Premises is transferred), after deducting the reasonable expenses (the "Permitted Transfer Costs. As used herein, ") Permitted Transfer Costs" means the actual costs incurred and paid by Tenant for (i) any changescustomary leasing commissions, alterations marketing fees, and improvements reasonable legal fees and expenses in connection with the Transfer and (ii) any Alterations to the Premises Subject Space made by Tenant in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by that Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to shall furnish Landlord with respect copies of bills or other documentation substantiating such costs. For purposes of calculating the Transfer Premium when the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the relevant term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as If part of the Tenant Improvement Allowance). "consideration for such Transfer Premium" shall also includebe payable other than in cash, but not be limited to, key money, bonus money or other Landlord's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. The Transfer Premium due Landlord hereunder shall be paid by Transferee within thirty (30) days after Tenant receives any Transfer Premium from the Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant in connection with such relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any payment in excess of fair market value for services rendered by Tenant Transfer shall be found to Transferee or for assetsbe understated, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent within thirty (30) days after demand pay the provisions of this Section 14.3. deficiency, and if understated by more than five percent (5%), Tenant shall be required to pay Landlord its portion Landlord's costs of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3such audit.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred Transferee in connection with the Transfer, and (iviii) marketing costs; (v) attorneys' fees paid by Tenant to Landlord any brokerage commissions in connection with the TransferTransfer (collectively, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any Transfer Premium received (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant from on account of such Transferee. "Transfer Premium" shall mean all rentassignment, additional rent including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration payable paid by the transferee to Tenant pursuant to such Transferee in connection with agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Transfer in excess of the Rent and Additional Monthly Rent payable by Tenant under hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the Transfer on a per rentable square foot basis if less than all amount of 50% of the Premises is transferred, after deducting amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses (the "Transfer Costs") directly incurred by Tenant for (ion account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) any changes, alterations and improvements to exceeds the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid Monthly Rent payable by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord hereunder with respect to the Subject Contemplated Transfer Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereeTenant. "“Transfer Premium" ” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costsbasis; (vb) attorneys' fees all key money and bonus money paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, ; and (viiic) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services or furniture rental rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the Transfer, such as customary brokerage commissions and reasonable attorneys’ fees and the cost of any alterations made by Tenant as consideration for such Transfer; and (ii) shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to Transferee the value of Tenant’s leasehold interest hereunder. Such reductions and exclusions in clauses (i) and (ii) are referred to hereafter as (“Transfer Premium Reductions”). Tenant shall pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement setting forth in detail the computation of any Transfer Premium. Within ninety (90) days following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and, if understated by more than five percent (5%), Landlord’s costs of such audit. Notwithstanding the foregoing, Tenant shall not be required to pay any Transfer Premium (a) in connection with any Permitted Transfer or Space Share, and (b) with respect to any sublease of all or any portion of the 5353 First Floor, the Transfer Premium shall not include any Transfer Premium for the sublease of the 5353 First Floor (and no Transfer Premium Reduction equitably attributable to the 5353 First Floor shall be applied to the Transfer Premium payable by Tenant in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3).

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements reasonable Alterations to the Premises made by Tenant (and consented to by Landlord) in connection with the Transfer, (ii) any advertising costs, (iii) any free base rent and other concessions reasonably provided to the Transferee, (iiiiv) any reasonable legal expenses and brokerage commissions and attorneys fees incurred customary in the industry in connection with the Transfer, (iv) marketing costs; and (v) attorneys' any review fees paid by Tenant to Landlord in connection with the Transferunder Section 14.1 (collectively, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"Tenant's Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent For the provisions purposes of this Section 14.3. Tenant shall be required to pay Landlord its portion of any calculating the Transfer Premium on a monthly basis when received by basis, (A) Tenant, provided that Tenant 's Costs shall be entitled to recover all amortized over the term of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant the Transfer, and (B) the Rent paid for the Subject Space shall be computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the term of the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any Transfer Premium received (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant from on account of such Transferee. "Transfer Premium" shall mean all rentassignment, additional rent including improvement allowances, brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other consideration payable by such Transferee in connection with the Transfer in excess occupancy agreement, for each month of the Rent term of such agreement, the amount by which all rent and Additional other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, improvement allowances, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord hereunder with respect to the Subject Space during Contemplated Transfer Space; and (c) in the period commencing case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the later extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (Ax) in the case of an assignment or a Change of Control, within 30 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the date Tenant contracts with a reputable broker to market the Subject Spaceconsideration described above, and (By) in the date Tenant vacates the Subject Spacecase of a sublease, until the commencement license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or rent and other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3described above.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any free base rent reasonably provided to the Transferee, (ii) any brokerage commissions in connection with the Transfer, (iii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer or paid to Landlord pursuant to Section 14.1; (iv) any lease takeover costs incurred by Tenant in connection with the Transfer, (v) out-of-pocket costs of advertising the space subject to the Transfer; (vi) any free base rent reasonably provided to the Transferee; and (vii) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent the provisions of Premium calculated under this Section 14.3. Tenant ), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any Transfer Premium such effective rent all such concessions shall be amortized on a monthly straight-line basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to over the terms of this Section 14.3relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred Transferee in connection with the Transfer, and (iviii) marketing costs; (v) attorneys' fees paid by Tenant to Landlord any brokerage commissions in connection with the TransferTransfer (collectively, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any an payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as make a subterfuge in order to intentionally circumvent determination of the provisions amount of this Section 14.3. Tenant shall be required to pay Landlord its portion Landlord's applicable share of any the Transfer Premium on a monthly basis when received as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium, on a monthly basis, (A) Tenant, provided that 's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and (B) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot RSF basis if less than all of the Premises is transferred, . The Transfer Premium shall be calculated after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations the Rent and improvements to Additional Rent actually received by Tenant under this Lease during the term of the Transfer on a per RSF basis if less than all of the Premises in connection with the Transferis transferred, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing other reasonable out of pocket costs paid by Tenant (including attorney fees, advertising costs; , and expenses of readying the space for occupancy by the Transferee), and (v) attorneys' fees any reasonable consideration paid by Tenant to Landlord in connection with the TransferTransferee to induce the Transferee to consummate the Transfer (including, (vi) tenant improvement allowances but not limited to, all leasehold concessions granted in connection with the Transfer, (vii) free rent Transfer and concessions granted any tenant improvement allowance provided to the Transferee) (items (i) through (v), and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The "Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement AllowanceCosts"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating any such effective rent all such concessions shall not artificially structure any Transfer as be amortized on a subterfuge in order to intentionally circumvent straight-line basis over the provisions of this Section 14.3relevant term. Tenant shall be required to pay Landlord its portion of any the Transfer Premium on a monthly basis when received by Tenantbasis, provided that together with its payment of Additional Rent. In calculating the Transfer Premium, Tenant shall be entitled to recover first deduct all of its the Transfer Costs prior to owing to Landlord from any Transfer Premium pursuant to the terms of this Section 14.3Transferee Rent received.

Transfer Premium. (a) If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant Landlord shall pay be entitled to Landlord receive, as Additional Rent hereunder, fifty percent (50%) of any Transfer Premium received by Tenant derived from such TransfereeTransfer. As used herein, the term "Transfer Premium" shall mean means ----------------- (i) (A) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee on account of such assignment, and (B) in the case of any other Transfer, all rent, additional rent or other consideration payable paid by the Transferee to the Transferor pursuant to such Transferee in connection with the Transfer in excess of the Rent base rent and Additional Rent additional rent payable by Tenant under this Lease such Transferor during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, minus (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) reasonable attorneys' fees paid by Tenant to Landlord Transferor in connection with the TransferTransfer (collectively, (vi"Recoverable Expenses"), unless the deduction of such Recoverable -------------------- Expenses is waived by Transferor pursuant to Section 17.6(b) tenant improvement allowances granted below. For purposes of calculating the Transfer Premium in connection with a sublease, the TransferRecoverable Expenses shall be deducted, (vii) free rent on an amortized basis, without interest, over the term of the sublease. Payment of the portion of the Transfer Premium due Landlord hereunder shall be a joint and concessions granted to several obligation of Tenant and the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant shall be made to Landlord with respect as follows: (1) in the case of an assignment, the Transferor shall pay the portion of the Transfer Premium due to Landlord within ten (10) days after the Subject Space during Transferor receives the period commencing consideration described in clause (i)(A) above; and (2) in the case of any other Transfer, on the later first day of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of each month during the term of the Transfer. The Transfer Costs , the Transferee shall also be deemed pay directly to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant Landlord fifty percent (specifically excluding any improvements in the Subject Space funded by Landlord as part 50%) of the Tenant Improvement Allowanceamount by which the rent, additional rent or other consideration due from the Transferee for such month exceeds (x) the base rent and additional rent payable by the applicable Transferor for said month which is allocable to the Transfer Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 17.6(b). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant This Section 17.6 shall not artificially structure any apply to a Transfer as to a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Permitted Transferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably other monetary concessions provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viiiiii) any brokerage commissions in connection with the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of Transfer (A) the date Tenant contracts with a reputable broker to market the Subject Spacecollectively, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium”, as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Transferee). "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses (the "Transfer Costs") incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, and (iv) marketing costs; (v) attorneys' legal fees paid by Tenant to Landlord and disbursements reasonably incurred in connection with the TransferTransfer (collectively, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance“Tenant’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord’s applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion of any Transfer Premium made on a monthly basis when as rent or other consideration is received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to under the terms of this Section 14.3Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord Landlord, fifty percent (50%) of any Transfer Premium received derived by Tenant from such TransfereeTransfer. "The term “Transfer Premium" shall mean ” means all rent, additional rent or other consideration payable paid by such Transferee (including, but not limited to, payments in connection with excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property) for the Transfer Subject Space in excess of the Rent and Additional Rent payable by Tenant under this Lease (on a monthly basis during the term of the Transfer Term, and on a per rentable square foot basis basis, if less than all of the Premises is transferredTransferred), after deducting the reasonable expenses (the "Permitted Transfer Costs") . As used herein, “Permitted Transfer Costs” means the actual costs incurred and paid by Tenant for (i) any changesleasing commissions (not to exceed commissions typically paid in the San Francisco office market at the time of such Transfer), alterations (ii) reasonable legal fees and improvements to the Premises expenses in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any Alterations to the Subject Space made by Tenant in connection with the Transfer and any free rent, and (iv) marketing expenses and any other reasonable brokerage commissions and attorneys fees out-of-pocket expenses reasonably incurred by Tenant in connection with the Transfer, (iv) marketing provided that Tenant shall furnish Landlord with copies of bills or other documentation substantiating such costs; (v) attorneys' fees . For purposes of calculating the Transfer Premium when the Transfer Premium is not paid by to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of the Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Landlord's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer Payment of the Transfer Premium payable to Landlord hereunder shall be made (1) in connection with the Transfercase of a Transfer other than a sublease, within ten (vi10) tenant improvement allowances granted in connection with days after Tenant or the Transferprior owners of Tenant, (viias the case may be, receive(s) free rent and concessions granted to the Transfereeconsideration described above, and (viii2) in the case of a sublease, on the first day of each month during the term of such agreement, the Transferee shall pay directly to Landlord fifty percent (50%) of the amount by which the rent, additional rent and other consideration due from the Transferee to Tenant under such lease for such month (less any Permitted Transfer Costs, as amortized on a monthly, straight-line basis over the term of Base such agreement) exceeds the Rent and Additional Rent paid payable by Tenant to Landlord under this Lease with respect to the Subject Space during for such month (calculated on a per rentable square foot basis). In the period commencing on case of an assignment, Tenant and the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, assignee shall be jointly and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value severally liable for payment of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as furnish upon Landlord’s request, a subterfuge complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in order to intentionally circumvent detail the provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion computation of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3has derived and will derive from such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Base Monthly Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any reasonable brokerage commissions in connection with the Transfer and attorneys (iv) legal fees reasonably incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant Landlord shall not artificially structure any Transfer as make a subterfuge in order to intentionally circumvent determination of the provisions amount of this Section 14.3. Tenant shall be required to pay Landlord its portion Landlord's applicable share of any the Transfer Premium on a monthly basis when received as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant, provided that Tenant 's Subleasing Costs shall be entitled deemed to recover all be expended by Tenant in equal monthly amounts over the entire term of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereeTenant. "“Transfer Premium" ” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costsbasis; (vb) attorneys' fees all key money and bonus money paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, ; and (viiic) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such Transferas customary brokerage commissions, tenant improvements and reasonable attorneys’ fees; and (ii) shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Tenant shall not artificially structure pay the Transfer Premium to Landlord within fifteen (15) days following receipt by Xxxxxx. Tenant shall furnish upon Xxxxxxxx’s request a complete statement, certified by an independent certified public accountant, or Xxxxxx's chief financial officer, setting forth in detail the computation of any Transfer Premium. Within six (6) months following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as a subterfuge in order necessary to intentionally circumvent confirm the provisions calculation of the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to cancel this Section 14.3. Lease upon thirty (30) days’ notice to Tenant and Tenant shall be required indemnify Landlord from and against any and all liability associated with such termination, including but not limited to pay Landlord its portion of any Transfer Premium on a monthly basis when received claims by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer (as opposed to the sale of Tenant’s business) in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any brokerage commissions in connection with the Transfer (iii) any free base rent reasonably provided to the Transferee, (iiiiv) any reasonable brokerage commissions and attorneys marketing fees incurred in connection with the Transfer, (iv) marketing costsany key money, bonus money or other cash consideration paid by Tenant to Transferee for furniture, fixtures, equipment and/or similar items; (v) attorneys' any attorney fees or fees paid to Landlord actually incurred by Tenant to Landlord in connection with such Transfer; (vi) any lease takeover incurred by Tenant in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, ; (vii) free rent and concessions granted out-of-pocket costs of advertising the space subject to the TransfereeTransfer, and (viii) the amount of Base Rent and Additional Rent any improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to Landlord Transferee in connection with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the such Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (as opposed to the sale of Tenant’s business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord’s applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion of any Transfer Premium made on a monthly basis when as rent or other consideration is received by TenantTenant under the Transfer. Notwithstanding anything contained herein to the contrary, provided that Tenant under no circumstances shall Landlord be entitled to recover all of its Transfer Costs prior to owing to Landlord paid any Transfer Premium pursuant until Tenant has recovered all applicable Tenant’s Subleasing Costs for each applicable Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Tenant’s Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of the excess Transaction Costs shall be carried over to the terms of this Section 14.3next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved.

Transfer Premium. If Landlord consents to a Transfer, Transfer as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent one-half (50%1/2) of any Transfer Premium received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer (on a per rentable square foot basis if less than all of the Premises is transferred), after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises reasonable brokerage commissions in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees Transfer incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance“Tenant’s Transfer Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord’s applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is LAKESHORE TOWERS BUILDING II [United PanAm Financial Corp.] received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant’s Transfer Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions, and (iv) reasonable brokerage commissions and attorneys attorneys' fees incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with as consideration for such Transfer, Transfer and any payment which consideration is in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, and after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base rent reasonably provided to the Transfereebrokerage commissions paid in connection with such Transfer, and (iii) any reasonable brokerage commissions and attorneys legal fees incurred in connection with the Transfer, such Transfer (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance“Tenant’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord’s applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received by basis, Tenant, provided that Tenant ’s Subleasing Costs shall be entitled deemed to recover all be expended by Tenant in equal monthly amounts over the entire term of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the Transfer. Notwithstanding the foregoing terms of this Section 14.3, Landlord hereby acknowledges that Tenant intends to enter into a sublease for space on the (1st) floor of the Premises (the “First Floor Sublease”), and to the extent Tenant enters into any such First Floor Sublease (that meets the terms hereof), Landlord shall not be entitled to any Transfer Premium in connection with the first such First Floor Sublease, but such protection shall not apply to subsequent subleases of the Premises.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium, " as that term is defined in this Section 14 . 3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (ia) any changes, alterations the Base Rent and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent Tenant's Share of Direct Expenses paid to Landlord by Tenant to Landlord during the period of the sublease term or during the assignment with respect to the Subject Space; (b) the Base Rent and the amount of Tenant's Share of Direct Expenses as to the Subject Space during paid to Landlord by Tenant for the period commencing on the later of (Ai) the date Tenant contracts the space was listed with a reputable broker to market the Subject Space, and for assignment or subletting purposes or (Bii) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for had been vacated by Tenant and continuing until the date the assignee or sublessee was to pay rent under the assignment or sublease; (specifically excluding c) any improvements in improvement allowance or other economic concession (planning allowance, moving expenses, etc.) paid by Tenant to sublessee or assignee; (d) brokers' commissions; (e) attorneys' fees; (f) lease takeover payments; and (g) costs of advertising the Subject Space funded by Landlord as part of the Tenant Improvement Allowance)space for sublease or assignment. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant ; provided, however, that "Transfer Premium" shall not artificially structure include any amount received by Tenant for the sale of its business or any portion thereof as distinguished from amounts received by Tenant for its leasehold interest in the Lease. In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent the provisions of Premium calculated under this Section 14.3. Tenant ), the Rent paid during each annual period for the Subject Space, and the Transferee's Rent shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any Transfer Premium such effective rent, all such concessions shall be amortized on a monthly straight-line basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to over the terms of this Section 14.3relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for less (i) the cost of any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) the cost of any free base rent reasonably provided to the Transfereebrokerage commissions, (iii) any reasonable brokerage commissions and attorneys fees incurred or tenant improvement allowances or other tenant inducements in connection with the Transfer, and (iviii) marketing costs; (v) reasonable attorneys' fees paid incurred by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent the provisions of Premium calculated under this Section 14.3. Tenant ), and the Transferee's Rent, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent, shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. The determination of any the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the transfer. For purposes of calculating the Transfer Premium on a monthly basis when received basis, the Rent paid for the portion of the Premises to be assigned or subleased by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any reasonable brokerage commissions in connection with the Transfer and attorneys (iv) legal fees reasonably incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received by basis, Tenant, provided that Tenant 's Subleasing Costs shall be entitled deemed to recover all be expended by Tenant in equal monthly amounts over the entire term of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3.Transfer. CROSSROADS 811068.04/WLA Office Lease 375985-00061/1-24-20/cb/ejs (21) [Healthequity, Inc.]

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty forty percent (5040%) of any Transfer Premium received derived by Tenant from such TransfereeTransfer. "Transfer Premium" shall mean all rentBase Rent, additional rent Rent or other consideration payable paid by such Transferee which is attributable or otherwise comparable to, or in connection with lieu of, rent for leasing of the Transfer Premises that is in excess of the Rent and Additional Rent payable by Tenant under this Lease on a monthly basis during the term Term (prorated based on the gross leasable areas of the Transfer on a per rentable square foot basis subject space if less than all of the Premises is transferredTransferred), after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises made specifically for the Transferee, any legal fees imposed on Tenant in connection with the Transfer, (ii) and any free base rent reasonably provided to the Transferee, (iii) any reasonable customary brokerage commissions and attorneys fees incurred paid in connection with the Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Landlord's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. The percentage of the Transfer premium due Landlord hereunder shall be paid within ten (iv10) marketing costs; (v) attorneys' fees paid by days after Tenant receives any Transfer Premium from Transferee. If the parties are unable to Landlord agree upon the amount of the Transfer Premium because of a Transfer which is made in connection with the Transfer, (vi) tenant improvement allowances granted a corporate change referred to in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) Section 23.4 above the amount of Base the Transfer Premium shall be the amount by which the FMRV of the Premises exceeds the then-current Rent and Additional Rent paid payable by Tenant to Landlord under this Lease, with respect to the Subject Space during FMRV being determined in the manner set forth in Section 6.3(c)-(e) above, except that the period commencing on the later of for appointing brokers referred to in Section 6.3(c) shall be within twenty (A20) days after the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of Landlord's receipt of the term of the TransferTransfer Notice. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent Notwithstanding the provisions of this Section 14.3. 23.7, a merger, consolidation or other reorganization of Tenant in which Tenant is the surviving corporation shall be required to pay Landlord its portion not trigger any payment of any a Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Premium.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of the amount of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent (using a Base Rent figure of $24.00 per rentable square foot) and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any free base rent reasonably provided to brokerage commissions in connection with the Transferee, Transfer (iii) any costs to buy-out or takeover the previous lease of a Transferee, (iv) reasonable brokerage commissions and attorneys legal fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' Transfer including those fees paid by Tenant and costs reimbursed to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted pursuant to the Transfereelast sentence of Section 14.1, and (viiiv) the amount of any Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (Aa) the date Tenant contracts with a reputable broker to market the Subject Space, and (Bb) the date Tenant vacates the Subject Space, until the date six months after the commencement of the term of period, and (vi) any other “out-of-pocket” monetary concessions reasonably provided in connection with the Transfer. The Transfer Costs shall also be deemed to include including, but not limited to, tenant improvement or decorating allowances (collectively, the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance“Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure covenants that any Transfer as a subterfuge allocation of payments or other consideration payable or deliverable to Tenant in order to intentionally circumvent connection with any subletting of the provisions Premises or assignment of this Section 14.3. Tenant Lease shall be required made in good faith and not with a purpose to avoid Tenant’s obligation to pay Landlord its portion fifty percent (50%) of any the Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Landlord.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered from payments or other consideration made by the Transferee in consideration of the Transfer all applicable “Tenant’s Subleasing Costs,” as that term is defined in this Section 14.3. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee for all or any applicable portion of the Premises in connection with the Transfer in excess of the Rent and Additional Rent payable (in lieu of or in addition to rent) by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, ; (ii) any free base rent reasonably provided to the Transferee, ; (iii) any reasonable brokerage commissions and attorneys and/or marketing fees incurred in connection with the Transfer, ; (iv) marketing costsany key money, bonus money or other cash consideration paid by Tenant to Transferee for furniture, fixtures, equipment and/or similar items; (v) any attorneys' ’ fees paid actually incurred by Tenant to Landlord in connection with the such Transfer, ; (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the “Downtime Start Date” (as defined below); (vii) any lease takeover incurred by Tenant in connection with the Transfer for all or any applicable portion of the Premises; and (viii) out-of-pocket costs of advertising the space subject to the Transfer (collectively, “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant contracts with a reputable broker to market vacates and does not reoccupy the Subject SpaceSpace and delivers notice of the same to Landlord, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in enters into a listing agreement for the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by with a reputable broker, and provides Landlord as part of the Tenant Improvement Allowance)with notice thereof. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure Transfer for all or any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall be required to pay Landlord its applicable portion of the Premises; provided, however, under no circumstances shall Landlord be paid any Transfer Premium on a monthly basis when received by until Tenant has recovered all applicable Tenant’s Subleasing Costs for each applicable Transferred Space, provided it being understood that Tenant if in any year the gross revenues, less the deductions set forth and included in Tenant’s Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of the excess Transaction Costs shall be entitled carried over to recover all of its Transfer Costs prior to owing to Landlord any the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium pursuant to the terms of this Section 14.3is achieved.

Transfer Premium. If Landlord consents to a Transfer, Transfer as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent one-half (50%1/2) of any Transfer Premium received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer (on a per rentable square foot basis if less than all of the Premises is transferred), after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements free or reduced base rent reasonably provided to the Premises Transferee in connection with the Transfer, and (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The “Tenant’s Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement AllowanceCosts”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord’s applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant’s Transfer Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to approves a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord Landlord, as Rent, fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereeTenant. "The term “Transfer Premium" shall mean ” means all rent, additional rent or Rent and other consideration payable paid by such Transferee in connection with the Transfer a transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer (on a per rentable square foot basis basis, if less than all of the entire Premises is transferred), after deducting the reasonable expenses (the "Transfer Costs") . As used herein, “Transfer Costs” means the actual costs incurred and paid by Tenant for (i) any changes, alterations third-party leasing commissions that are reasonable and improvements to customary for the market in which the Premises in connection with the Transferare located, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees tenant improvement allowance actually paid by Tenant to Landlord the transferee for improvements made in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the TransfereePremises, and (viiiiii) the amount of Base Rent out-of-pocket legal fees, concessions, allowances, or reletting fees and Additional Rent paid expenses reasonably incurred by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer. For purposes of the foregoing calculation, the leasing commissions and any tenant improvement allowance shall be amortized on a straight-line basis over the term of the applicable Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Lxxxxxxx’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, the Transfer Premium shall be calculated independently with respect to each Transfer. The Transfer Premium due Landlord hereunder shall be earned and paid monthly, within five (5) days after Tenant receives any Transfer Premium from the transferee. Landlord shall have the right to request, and any payment in excess of fair market value for services rendered by Tenant shall promptly provide, sufficient documentation to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee confirm the accurate Transfer Premium due in connection with such any Transfer. If Landlord is unable to verify the accuracy of the Transfer Premium, Landlord shall have the right at all reasonable times to audit the books, records, and papers of Tenant relating to such Transfer and to make copies thereof. If any Transfer Premium is found to be understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. The Transfer agreement between Tenant and the transferee, after approval by Landlord, shall not artificially structure be amended or terminated without Landlord’s prior written consent. In the event that, notwithstanding the giving of such notice, Txxxxx collects any Transfer as a subterfuge rent or other sums from the transferee, then Tenant shall hold such sums in order trust for the benefit of Landlord and shall immediately forward the same to intentionally circumvent the Landlord. Lxxxxxxx’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. The provisions of this Section 14.3. Tenant 12.5 shall be required not apply to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Permitted Transfers.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable (in lieu of or in addition to rent) by such Transferee in connection with the Transfer (as opposed to the sale of the business) in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Transfer, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant in connection with such Transfer for (i) any changesimprovement allowance or other economic concessions (space planning allowance, alterations moving expenses, etc.) paid by Tenant to Transferee in connection with such Transfer, including any unamortized value of tenant improvements in excess of Forty-Five Dollars ($45.00) and improvements up to Seventy-Five Dollars ($75.00) per rentable square foot in the Premises Transferred Space paid for by Tenant; (ii) any brokerage commission incurred by Tenant in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys attorneys’ fees incurred by Tenant (including attorneys’ fees paid to Landlord) in connection with the Transfer, (iv) marketing costsany costs to buy-out or takeover the previous lease of a Transferee; (v) attorneys' fees paid by Tenant to Landlord in connection with out-of-pocket costs of advertising the Transfer, space that is the subject of the Transfer and (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period prior to the commencement of the term of the transfer during which Tenant does not occupy the subject space, commencing on and after the Downtime State Date (as defined below) (collectively, “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant contracts with a reputable broker vacates and does not reoccupy the subject space and delivers Notice of the same to market the Subject SpaceLandlord, and (B) the date Tenant vacates enters into a listing agreement for the Subject Spacesubject space with a reputable broker, until the commencement of the term of the Transfer. The Transfer and provides Landlord with Notice thereof; provided, however, in no event will Subleasing Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for space not yet occupied by Tenant (specifically excluding and not occupied by Tenant merely as a subterfuge of this provision) include any improvements Base Rent and Additional Rent paid by Tenant to Landlord for a period of time in the Subject Space funded by Landlord as part excess of the Tenant Improvement Allowance)six (6) months. "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration for rent or in lieu of rent paid by Transferee to Tenant in connection with such TransferTransfer (as opposed to the sale of the business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant ; provided, however, under no circumstances shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant shall Landlord be required to pay Landlord its portion of paid any Transfer Premium on a monthly basis when received by Tenantuntil Tenant has recovered all Subleasing Costs for such Transferred Space, provided it being understood that Tenant if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, “Transaction Costs”), the amount of the excess Transaction Costs shall be entitled carried over to recover all of its Transfer Costs prior to owing to Landlord any the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium pursuant is achieved. Notwithstanding anything contained in this Section 14.3 to the terms of contrary, no Transfer Premium shall be due in connection with Tenant’s sublease to Playa Capital Company, LLC (“Playa Capital”) as executed concurrently with this Section 14.3Lease (the “Playa Capital Sublease”).

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereeTenant. "“Transfer Premium" ” shall mean a) all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than basis; b) all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations key money and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees bonus money paid by Tenant to Landlord in connection with the Transfer, (viTransferee; and c) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such Transferas customary brokerage commissions and reasonable attorneys’ fees; and (ii) shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Tenant shall not artificially structure pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as a subterfuge in order necessary to intentionally circumvent confirm the provisions calculation of this Section 14.3the Transfer Premium. Tenant If the Transfer Premium shall be required to found understated, Tenant shall, within thirty (30) days after demand, pay Landlord its portion the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3such audit.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereeTenant. "“Transfer Premium" ” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costsbasis; (vb) attorneys' fees all key money and bonus money paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, ; and (viiic) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such Transferas customary brokerage commissions and reasonable attorneys’ fees; and (ii) shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Tenant shall not artificially structure pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as a subterfuge in order necessary to intentionally circumvent confirm the provisions calculation of the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to cancel this Section 14.3. Lease upon thirty (30) days’ notice to Tenant and Tenant shall be required indemnify Landlord from and against any and all Claims associated with such termination, including but not limited to pay Landlord its portion of any Transfer Premium on a monthly basis when received Claims by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transferee.

Transfer Premium. If Landlord consents to a Transfer, then as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (( 50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises Premises, in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred Transferee in connection with the Transfer, and (iviii) marketing costs; (v) attorneys' fees paid by Tenant to Landlord any brokerage commissions in connection with the TransferTransfer (collectively, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance“Tenant’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as make a subterfuge in order to intentionally circumvent determination of the provisions amount of this Section 14.3. Tenant shall be required to pay Landlord its portion Landlord’s applicable share of any the Transfer Premium on a monthly basis when received as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (A) Tenant, provided that ’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and (B) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) [***] of any Transfer Premium received by Tenant from such TransfereeTenant. "“Transfer Premium" ” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costsbasis; (vb) attorneys' fees all key money and bonus money paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, ; and (viiic) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such Transferas construction of improvements, free rent, customary brokerage commissions and reasonable attorneys’ fees; and (ii) shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Tenant shall pay the Transfer Premium to Landlord within thirty (30) days following receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement, certified by Tenant (which certification shall be executed on behalf of Tenant by its chief financial officer) as accurate, setting forth in detail the computation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the right upon reasonable notice and at reasonable times at Tenant’s office in Colorado, to audit (which may not artificially structure be an accountant or other consultant compensated on a contingency basis) the books, records and papers of Tenant relating to any Transfer as a subterfuge in order necessary to intentionally circumvent confirm the provisions calculation of this Section 14.3the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate. If the Transfer Premium has been understated by more than [***], Tenant shall be required pay the costs incurred by Landlord for the audit in an amount not to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3exceed [***].

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such TransfereeTenant. "“Transfer Premium" ” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costsbasis; (vb) attorneys' fees all key money and bonus money paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, ; and (viiic) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such Transferas customary brokerage commissions and reasonable attorneys’ fees; and (ii) not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Tenant shall not artificially structure pay the Transfer Premium to Landlord within five (5) days following receipt by Xxxxxx. Tenant shall furnish upon Xxxxxxxx’s request a complete statement, certified by an independent certified public accountant, or Xxxxxx’s chief financial officer, setting forth in detail the computation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as a subterfuge in order necessary to intentionally circumvent confirm the provisions calculation of the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to cancel this Section 14.3. Lease upon thirty (30) days’ notice to Tenant and Tenant shall be required indemnify Landlord from and against any and all Claims associated with such termination, including but not limited to pay Landlord its portion of any Transfer Premium on a monthly basis when received Claims by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any reasonable brokerage commissions in connection with the Transfer and attorneys (iv) legal fees reasonably incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance"Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant Landlord shall not artificially structure any Transfer as make a subterfuge in order to intentionally circumvent determination of the provisions amount of this Section 14.3. Tenant shall be required to pay Landlord its portion Landlord's applicable share of any the Transfer Premium on a monthly basis when received as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant, provided that Tenant 's Subleasing Costs shall be entitled deemed to recover all be expended by Tenant in equal monthly amounts over the entire term of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty seventy-five percent (5075%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any reasonable brokerage commissions and attorneys reasonable legal fees incurred in connection with the Transfer. For purposes of this Section 14.3 only, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with when calculating the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" , Tenant’s Rent shall be designated as $5.50 per rentable square foot. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (provided Tenant may amortize such consideration over the term of the transfer to reflect the effective rate), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent the provisions of Premium calculated under this Section 14.3. Tenant ), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Quoted Rent shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any Transfer Premium such effective rent all such concessions shall be amortized on a monthly straight-line basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to over the terms of this Section 14.3relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid actual, reasonable legal expenses incurred by Tenant to Landlord in connection with the Transfer, and (viv) tenant improvement allowances granted in connection with the Transfer, (vii) free rent any review and concessions granted processing fee paid to Landlord pursuant to the Transfereelast sentence of Section 14.1, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transferabove. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for (x) services rendered by Tenant to Transferee or for (y) assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent the provisions of Premium calculated under this Section 14.3. Tenant ) and the Transferee’s Rent, the Rent paid during each annual period for the Subject Space and the Transferee’s Rent shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. For purposes of calculating any Transfer Premium such effective rent all such concessions shall be amortized on a monthly straight-line basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to over the terms of this Section 14.3relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred Transferee in connection with the Transfer, and (iviii) marketing costs; (v) attorneys' any brokerage commissions and reasonable legal fees paid by Tenant to Landlord in connection with the TransferTransfer (collectively, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The "Tenant's Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement AllowanceCosts"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any The determination of the amount of Landlord's applicable share of the Transfer as a subterfuge in order to intentionally circumvent the provisions of this Section 14.3. Tenant Premium shall be required to pay Landlord its portion made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of any calculating the Transfer Premium on a monthly basis when received basis, (i) Tenant's Transfer Costs shall be deemed to be expended by Tenant, provided that Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant computed after adjusting such rent to the terms actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of this Section 14.3calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; any attorneys' fees incurred by Tenant in connection with the Transfer, (v) attorneys' fees paid any lease takeover costs incurred by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted any costs of advertising the space which is the subject of the Transfer, and (vii) any review and processing fees paid to Landlord in connection with such Transfer (collectively, the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The "Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement AllowanceCosts"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assetstangible assets (as opposed to intellectual property), fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any In the calculations of the Rent (as it relates to the Transfer as a subterfuge in order to intentionally circumvent the provisions of Premium calculated under this Section 14.3. Tenant ), the Rent paid during each annual period for the Subject Space, shall be required computed after adjusting such rent to pay Landlord its portion the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. For purposes of calculating any Transfer Premium such effective rent all such concessions shall be amortized on a monthly straight-line basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to over the terms of this Section 14.3relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable attributable to the Premises paid by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided brokerage commissions in connection with the Transfer (not to exceed commissions typically paid in the Transfereemarket at the time of such subletting or assignment), and (iii) any reasonable brokerage commissions and attorneys legal fees reasonably incurred in connection with the TransferTransfer (collectively, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance“Tenant’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant Landlord shall not artificially structure any Transfer as make a subterfuge in order to intentionally circumvent determination of the provisions amount of this Section 14.3. Tenant shall be required to pay Landlord its portion Landlord’s applicable share of any the Transfer Premium on a monthly basis when received as rent or other consideration is paid by TenantTransferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, provided that Tenant the cost of any changes, alterations and improvements to the Premises in connection with the Transfer shall be entitled deemed to recover all be expended by Tenant in equal monthly amounts over the entire term of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms of this Section 14.3Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer (for each floor of the Building to be occupied by the Transferee) in excess of the Rent and Additional Rent payable by Tenant under this Lease (for the corresponding floor of the Building) during the term of the Transfer on a per rentable square foot RSF basis if less than all of the Premises is transferred. For purposes of clarification, the Transfer Premium shall be calculated on a floor-by-floor basis for each floor of the Premises to be occupied by the Transferee by comparing the Base Rent payable by such Transferee for the applicable floor of the Premises to the Base Rent payable by Tenant for such floor of the Premises. The Transfer Premium shall be calculated after first deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys or legal fees incurred in connection with the Transfer, and (iv) marketing costs; (v) attorneys' fees paid in the case of any sublease, any actual costs incurred by Tenant to Landlord in connection with separately demising the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement portion of the term of the Transfer. The Premises ("Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement AllowanceCosts"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure first recoup all Transfer Costs from the Transferee before any Transfer as a subterfuge Premium must be paid to Landlord. Notwithstanding anything set forth herein to the contrary, in order to intentionally circumvent the provisions of this Section 14.3. no event shall Tenant shall be required to pay Landlord its portion of any a Transfer Premium on in connection with a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the terms Section 14.7 of this Section 14.3Lease, below.